Little Ella and the Doctor
by TYRider
Summary: The Doctor thinks he needs to be alone. The TARDIS has other ideas and leads him to Ella, an orphan with a dark past that needs someone. The Doctor rescues her and embarks on a journey he never thought he'd get to take again-Parenthood! Angst, fluff, and adventures ensue!
1. Chapter 1

**A/N: If you like it, please leave a review. Enjoy.**  
**Disclaimer: Only Ella, the OC, and the plot are mine. If you recognize it, it's not mine.**

Eight-year-old Ella sat on the cold linoleum floor in a plain blue dress that was at least a size too large, pale legs folded to the side and drawn close to her body. The room was small and sparsely furnished with just one small bed on the wall to her right, a toilet and sink combo behind her, and a windowless locked door straight ahead with a clock beside it. The walls were bone white and void of decoration. She tried to force her mind into empty blankness, focusing on perfecting the landscape she was painting with her hands, tracing the outlines of mountains on the white floor.

It had been twelve hours since Dave had brought her here and left without a word, it had been six hours since someone had silently delivered the sandwich and water that she'd left untouched. It would be at least another twelve before Dave would come and fetch her and she would be returned to her normal room. Until then she she was being punished and would thus remain alone in suffocating silence with nothing but her overactive mind that she was so desperately trying to keep quiet.

Suddenly, the silence was broken by an unfamiliar buzzing at the door, Ella looked up, unsure what to expect and a little bit frightened. She kept her face carefully blank as she waited.

Her green eyes widened as a tall man with wild brown hair and a confused look entered wearing a pinstripe suit, a long brown coat, faded red sneakers, and a tie. "Hello," he said with a strong British accent, pausing when he noticed the skinny little girl. He tilted his head a bit, shoving his hands in his pockets as he rocked back on his heels.

Ella watched him but didn't answer. He didn't look like a patient or an orderly and he certainly wasn't Dave, but that didn't mean he was there to help her. No one was there to help her. Her eyes narrowed as he glanced around the room, waving around a small silver wand with a blue light on the end. It was the source of the buzzing she'd heard earlier.

"Hello," he repeated, crouching down to her level and looking her over, squinting slightly. "Could you tell me where I am? The TARDIS is on the fritz," he said, waving a hand toward the open door. "I was heading to London, but…" he trailed off, giving the room another suspicious look, "I don't think that's where I am, is it?"

Ella shook her head, sending her blond ringlets bouncing. "Springdale, Georgia," she told him hesitantly.

"Oh. Georgia the state then," he said with a bit of a smile as he adjusted his long coat. "Can be a lovely place sometimes. Bit strange here, though." His brows drew slightly together and he frowned. "Doesn't look like a proper house to me. Not without windows or colors. Kind of drear. Not a proper house for a little girl." He leaned forward, eyes searching hers intently.

Ella flinched away, scooting back a step. She was confused and worried. Nothing good ever came of something new. New meant experiments, tests, treatments, punishments. New was automatically bad.

The strange man's eyes grew sad and he sat back on his haunches, not wanting to frighten her anymore. "What is this place?" he asked softer, not really wanting to know the answer.

"Springdale Asylum," Ella answered, frowning at him.

"Asylum?" he asked, horrified, but not really surprised. Trying to put aside his anger for the girl's sake, he shook his head. "What's your name?" he asked, changing the subject.

"Ella," she said softly, glaring at him as she drew her knees to her chest and hugged them.

"Oh, that's a lovely name. Ella." He said, trying out with a smile. "Now, what's a lovely little girl like you doing in a place like this, then?"

Ella regarded him for another suspicious moment before answering, still wary that this was all some elaborate trap or test. "Being treated and studied," she parroted. Ella had heard Dave tell her that often enough, it seemed like the safest answer.

His frown deepened and he sucked in a quick breath, feeling his anger rise. "Oh, I don't like the sound of that," he said as calmly as he could manage. Standing, he went to the door, checking the hall before closing the door again. He turned back to Ella. The little blond girl girl watched him with impossibly green eyes, expression resolute but wary. Far too serious a look for such a small child.

She had obviously been through a lot and it made his hearts clench at the thought. Who knew what monsters got away with behind their sterile white walls in the name of public good and mental health. He tried not to think about the carefully hidden fear in her eyes or the way she had flinched away. It spoke volumes he didn't want to know about. Pulling out his sonic screwdriver, he quickly scanned her brain for abnormalities, mental illness. The device found none. He seethed.

"How old are you?" the man asked.

"Eight," Ella replied, still watching. "That's how you unlocked the door," she stated, eying the silver tool thoughtfully.

"Eight-years-old," he repeated, kneeling again to smile at her kindly. "Good age, eight. Everything's just getting started, all of life is still ahead." It gave him hope. "But you're not just eight, are you, Ella? You're eight and clever. Yes, this is my sonic screwdriver and it's how I opened the door."

Ella shrugged. "Will you be leaving soon?" she asked hopefully, ready for the experiment or test to be over.

"Leaving?" he asked. "Actually, I was thinking of sticking around for a bit." The man glanced around again, twiddling with the sonic screwdriver. "I'm the Doctor, by the way," he added casually, glancing down at her to gauge her reaction.

Ella wrinkled her nose. "You don't look like a doctor," she ventured to say.

"Well, I'm not really. Well, not exactly anyway. It's more of just a… title, my name."

"Oh. So you don't work here?" she asked, still confused.

"No," he said firmly, shaking his head. "I don't work here or anywhere else. I'm a traveler. Just on my own, jaunting about to see the sights, helping out where I can." He smiled, reminiscing.

Ella didn't really believe him, but she decided not to argue so she just sat still and waited.

"Would you mind talking to me for a while, Ella?" the Doctor asked, sitting again slowly. He was careful to keep a good distance from her, not wanting to scare her off. He smiled a little encouragingly.

Ella continued to watch him warily, brows pinched and coral lips pouting slightly in confusion, but she didn't move away or flinch. This man was different from the employees here, or at least he seemed to be. She wasn't sure what to make of him or what to expect. Maybe it was possible he wasn't lying. "I guess," she said, worried she might give the wrong answer if they talked, but suddenly hit with just how much she didn't want to be alone again.

"Good. That's good." He smiled a little more. "Tell me, Ella, do you like it here?"

The little girl's eyes widened and she looked around wildly for a moment, expecting a trap before she calmed herself. It wouldn't do to lose her head. "It's fine," she lied.

The Doctor's smile fell. "No," he said sadly. "It isn't, is it?" He searched her eyes. "This isn't a trap, Ella."

"No," she said said softly, averting her eyes. Ella didn't know why she wanted to believe him, why she was trusting him, but it was too late now. She hugged her knees tighter. "No, I don't like it here."

The Doctor looked away, up at the ceiling. He wanted so desperately to offer her some kind of comfort, to hug her, but he knew she wouldn't respond well to that. He could end up scaring her and ruining all of the progress he'd just made. "Look at me, Ella," He instructed, serious but calm. "I'm not one of them." He pointed to the door. "I'm the Doctor and I'm here to help." The Doctor smiled a little.

"How?"

"Same way I always do," he said, slapping his knees and standing. "I'm going to make the monsters run. I can take you with me, Ella," he offered, desperately wanting her to trust him, but knowing how hard it would be for her. "I can take you away from all of this. Far, far away and you never have to come back. Would you like that, Ella?"

Ella shifted a little, eyes darting nervously to the door. "No," she said firmly, hating the word.

The Doctor could feel his hearts breaking for her. "What have they done to you?" he asked softly, not expecting an answer. "You beautiful, clever, strong little girl. What have they done to make you afraid to say yes?"

Ella looked away.

The Doctor turned away, angry and sad. Manically running a hand through his hair he mumbled to himself, trying to think of something. Suddenly, he turned back, smiling. "I can prove it to you!" he said, fishing in his coat for a moment before pulling out his sonic screwdriver. "Look, here." He held the little device out to her. "You can hold it," he added, catching her questioning look.

Ella darted forward, snatching the sonic before retreating to examine it. She glanced up at him. "Sonic screwdriver?" she asked, cocking an eyebrow. "It uses sound waves?"

He grinned. "Exactly!" he said, pleased to see the clever little girl relax a bit as she toyed with the device.

"What else does it do besides unlock doors?" Ella asked.

"Oh," the Doctor said, rocking back and putting his hands in his pockets. "It does a little of everything really. Doors, windows, machinery, scans for lifeforms, vital signs…" he trailed off, watching her as she changed a few of the settings. "Among other things of course." He frowned a little as she aimed the sonic at the clock and pressed a button, causing the screwdriver to buzz shrilly and the clock to shatter.

Ella blinked, surprised that her test had worked. "Oi," the Doctor said softly, ushering her away from the broken glass. "It can be a bit dangerous if you're not careful." He held out his hand expectantly but drew it back when Ella's grip on the sonic tightened. He wouldn't let her hurt herself but he wasn't going to snatch it away if it kept her calm and interested.

"How did you get here?" Ella asked, going back to fiddling with the strange device.

The Doctor grinned. "In my TARDIS. Would you like to see? It's just down the hall." He jerked his thumb in the direction of the door. "In some sort of supply closet I think," he added thoughtfully. "Tripped over a mop on my way out." He winced.

Ella wasn't sure what a TARDIS was but it sounded strange. "It's like you? Like your sonic screwdriver? Special?"

He smiled. "Oh, the TARDIS is one of a kind. She's beautiful. "Want to see?" The Doctor moved toward the door.

"Can you bring it here?" Ella asked. "I can't go out there."

"Of course you can. Why wouldn't you be able to?"

"I'm in trouble. Dave gets angry when I escape." Ella rubbed her wrist subconsciously, worried again.

The Doctor felt his anger rising again, outraged. Forcing himself to stay calm, he nodded slowly. "Okay, Ella. I can bring the TARDIS here, but Dave has no power over you anymore, understand? No one's going to stop you doing what you want. Not anymore. I won't let them," he said confidently.

Ella gave him a doubtful frown, but didn't comment.

The Doctor sighed. "I'll be right back. Don't wander off," he said, dashing out the door and heading for the TARDIS.

Once inside, he took a moment to calm himself. Bracing his arms against the console, he bowed his head and closed his eyes, focusing on breathing. He was so angry. The rage that earned him his other names; The Oncoming Storm and The Destroyer of Worlds was coursing through his veins. He wanted to tear that asylum apart, free Ella, and punish Dave. He shook his head. That wasn't what needed to be done right now. Right now he needed to prove to Ella that he could help and earn her trust so he could rescue her. Later, he could chase away the monsters. Now, he needed to focus on the clever little girl that needed him.

Pulling himself together, The Doctor got to work, racing around the console. Pushing a button here, turning a corkscrewing dial there, pumping one thing and flipping several levers. Finally, the TARDIS burst into life, diving eagerly into the Vortex and sending him exactly where he asked to go. For once. He raced to the door, flinging it open and stepping out with a smile.

Ella was backed up against the wall, watching wide-eyed. She'd just seen that thing materialize in front of her out of nothing. "This is the TARDIS?" she asked distractedly, stepping forward, finding herself irresistibly drawn to the huge, slightly glowing blue box. She quickly red the signs. "It says police, but you aren't police. Police don't materialize." Ella cautiously touched the wooden surface. It was warm under her fingertips. She ventured as close to the Doctor as she dared, peering around him. Inside it was impossibly large and completely otherworldly. "It's some kind of camouflage?" she asked, flicking her gaze up to meet his eyes.

"Well, Chameleon circuit, but basically yeah," he said, impressed. "You are clever, aren't you."

Ella ignored the compliment. "So it's a space ship?"

The Doctor nodded. "And a time machine."

"And you're offering to take me with you. Why?" Ella asked, stepping back quickly.

"Do I have to have a reason?"

"People always have reasons."

"Ella, I want to rescue you and take you to see the stars. You're clever and lovely and you don't deserve to be here. I'm the Doctor and I help brilliant children like you," the Doctor said, willing her to believe him. "Will you come with me?" He held out his hand.

Ella folded her arms, ignoring the offered hand. She was obviously uncertain. "You can take me far away?" she asked.

The Doctor nodded quickly. "As far as you like."

"Can I get a couple of my paintings first?" she asked after a long time.

"Of course," the Doctor said with a relieved smile. He had thought she might reject his offer outright. "Where are they?"

"In my room," Ella said, heading for the door. She pointed the sonic at it until the door unlocked.

"This isn't your room?" he asked, following her into the hall.

"No, that was solitary." The words were said simply and without emotion.

The Doctor closed his eyes for a moment, trying to contain his rage. "Oh," was all he allowed himself to say. "Lead on then.

Ella ducked under the few doors with windows, not wanting to be seen as she ran. She skidded around a corner, leaving the solitary wing and entering the passageway to the residential portion of the building. She darted past the commons room and the door leading to the administrative building, hoping she wouldn't be caught. Skidding to a stop and crouching, she paused to lock both doors just in case. She turned down the hall where her room was, the very last one on the left. Unlocking the door, she entered quickly and froze.

The Doctor followed her and paused behind her, looking around the room. It was bare and white, looking exactly like the room he had found her in. He didn't see a sign of her paints or anything else a little girl might be allowed in a place like this.

"They're all gone," Ella said sadly. "Dave took it all." The little girl seemed to crumble where she stood. Like a marionette doll with its strings cut, she slumped to the floor.

The Doctor started to rush forward to hold her, but stopped himself just in time. She had already made it clear that she didn't quite trust him yet and that physical contact wasn't welcome. He didn't want to distress her more by doing something stupid. Instead, he hovered nearby and quietly seethed, trying to figure out what he would do to Dave when he found him. "I'm sure the TARDIS has paints and supplies, if you'd like to use them," he said gently.

Ella wiped a sleeve across her face and nodded resolutely like she'd come to some silent decision. Without a word, she wriggled under her bed and jimmied the underside of the mattress before sliding back out again with a small eight-by-ten painting clutched tightly to her chest.

"Oh, that's good," the Doctor said, giving her a smile. "Not all is lost, then. Well, I think we had better head back to the TARDIS," he said, noting the sound of shoes slapping the linoleum in the hallway.

Ella nodded, ducking around him and out into the hallway, leading the way back to the TARDIS on bare feet. Her long, wild curls bounced behind her. The Doctor smiled a little, feeling melancholy.

"Halt!" came a harsh voice from behind them. The Doctor stopped and turned to face a red faced orderly. "Does Dr. David know where you are?" he asked, looking past the Doctor and directly at Ella. The little girl was glaring.

"No," Ella said honestly, standing a little taller.

"Now, excuse me," said the Doctor, stepping between the orderly and Ella before the man could open his mouth again. "Why don't you talk to someone your own size instead of picking on a little girl, hmmm? If you've got something to say to her, say it to me, understand?"

"Who do you think you are?" the orderly asked, making as if to pass the Doctor and head straight for Ella.

The Doctor shook his head, blocking the big man's path. "That's a dangerous question," he said, frowning. "Ella, run back to the TARDIS. Get inside and close the door; you'll be safe."

Ella obeyed quickly, to the Doctor's relief. She raced down the white-walled halls and soon disappeared from sight. Satisfied that his new-found little charge was safe, the Doctor turned his attention and barely bridled rage on the orderly. "You asked who I am," he said, stepping forward. "Well, I'm going to tell you. I am the Doctor, a Time Lord from Gallifrey. My enemies call me The Oncoming Storm and The Destroyer of Worlds and you just made me very angry." He was nearly yelling.

The orderly backed up a step, taken by surprise. He scowled, reaching for his radio. Catching the movement, the Doctor patted his suit for his sonic, swearing as he realized Ella still had it. Looking up again, it was clear that the orderly had called for backup. The Doctor started to follow Ella before spinning back to jab a finger at the orderly. "I'm not finished with you," he growled. "All of you. You hurt a defenseless little girl," he said and the orderly sneered. "My little girl," he added, surprising himself. Where had that come from? "You will not go unpunished." The Doctor forced himself to turn away, running after Ella just as the sounds of backup approaching could be heard.

The Doctor practically slammed into the TARDIS, barely slowing as he opened the door and rushed inside. He leapt up to the console, flicking levers and mashing buttons. It wasn't long before the TARDIS dematerialized from the asylum and launched them smoothly into the Time Votex. The Doctor checked the controls one last time. Certain that they were safe and everything was working properly, he turned to Ella.

Looking utterly lost, the little was standing with her back to him, looking around. The Doctor wasn't certain what to do. His efforts to comfort were more likely to frighten her than anything so he simply leaned back against the console, watching her. He folded his arms and cleared his throat. Ella turned slowly to face him. Her expression was blank, but her eyes were wary.

"Welcome to the TARDIS," he said, slouching a little more.

Ella mouthed the name, trying out the word as she glanced up at the ceiling. "It's bigger on the inside," she said.

The Doctor grinned and nodded. "Or smaller on the outside; I've heard both."

Ella wandered over to the console, still maintaining a careful distance from the strange man, wondering just what she had gotten herself into. She was reluctant to speak or do anything really. She was afraid it would all disappear, melting in front of her eyes like some kind of apparition or dream, or worse, if it was real, she would make her rescuer angry and get sent back.

"TARDIS," the Doctor started up again, interrupting her thoughts, "stands for Time and Relative Dimensions in Space. See, time and space. Just like I promised. We can go anywhere or anywhen in the universe. Your choice." He smiled.

Ella glanced up at him, still cold and wary and completely overwhelmed. "So aliens and space travel, it's all real?" she asked slowly.

"Real as it gets," he told her. "There are whole other worlds full of people and creatures and things that you couldn't even imagine. Not in your wildest, weirdest dreams."

"How big is it?" Ella asked suddenly.

"Well, there's no human measurement large enough but—"

Ella cut him off there. "No, not the universe, the TARDIS."

"Oh!" The Doctor said with a grin. "She's infinite. As big as you like. She's her own dimension, full to the brim and still not full. The TARDIS is always able to expand."

Ella nodded, taking it in. "Could we…" Ella trailed off, not certain she really wanted to ask.

"Go on," the Doctor urged gently. "I don't bite. Not usually anyway and not little girls." He gave her a goofy, lopsided smile. "I'll probably say yes. I don't like saying no. Not unless I have to."

"Could we just stay here for a while?" Ella asked finally.

"Of course." The Doctor nearly slapped himself for not noticing earlier how overwhelmed she was. Even clever little girls would need time to adjust to everything he'd just told and shown her. Whole new worlds, alien species, the universe, it could all wait a day or two for her to come to terms with their existence and the obliteration of her old life. "I can show you around. There's the library and the wardrobe and the pool… Do you know how to swim, Ella? It's fun. Like running, but the air's a bit thicker. And there'll be a room for you now, too. The TARDIS loves making new rooms; I'm sure she's got one squared away for you already." The Doctor pushed himself away from the console, standing upright. "Where should we start?" he asked, offering his hand again.

"Does the wardrobe have girl's clothes?" Ella asked, ignoring his hand.

The Doctor smiled. "She's got every kind of clothes you could think of. Want to find some now?"

Ella nodded and the Doctor led the way down the shifting hallway until the wardrobe appeared straight ahead. "Here we are," he said, opening the door. "It's all yours. You're welcome to all of it. I'll be waiting right here when you're finished changing, alright."

"Alright," Ella said, stepping into the gigantic wardrobe. It seemed to go on like a maze forever. The whole place was brightly lit and different sized mirrors were scattered about at different heights and angles. There were clothes in every shape, size, color, and style. It was a little overwhelming. Ella had never had any say in what she did or didn't wear before and in spite of her fears, she couldn't help being excited.

When she stepped out of the the wardrobe, the Doctor smiled. The little girl was wearing a pair of lime green leggings and a ruffly canary yellow top with short sleeves. "Clever and beautiful," he said.

The corner of Ella's mouth twitched up in a fleeting hint of a smile. "Can we go back to the first room now?" she asked.

"Sure," the Doctor said, turning and heading that way. "This room is the console room," he said as they reentered it. "Because, well, it's where the console is."

Ella nodded, acknowledging that she'd heard as she trotted over to one of the benches and grabbed the little canvas she'd smuggled out of the asylum with her.

The Doctor smiled. "I'd almost forgotten about that. Do you like to paint, Ella?"

"Yes."

"I'm sure you're a brilliant artist. I'd love to see one of your paintings one day," the Doctor said. "If you wouldn't mind showing me, that is."

Ella shrugged noncommittally, obviously hesitant to share.

"That's alright," the Doctor told her. "I can wait. I'm patient—well, pretty patient—well, fairly," he said, gesturing with his hands. "Anyway, why don't we see about your room, hmmm? It should be right this way." He started down the hall, slowing his pace so that they were walking side by side. "It was late, I think, when we met?" he said questioningly. "Time for children to go to bed."

Ella nodded. "Eleven thirty-four when I broke the clock."

He frowned a little. "Oh, right. My sonic, I'm going to be needing that back." He held out his hand.

The little girl's pale hand tightened around something sonic-shaped under her shirt.

"Ella, I don't have many rules. None at all really, but I do ask that you trust me. Just a little and just sometimes. I know it's hard, but I don't want you to get hurt; the sonic can be dangerous."

Reluctantly, Ella handed over the tool.

"That's a good girl. Come on, then, let's find your room. I'm sure you could use some rest," he said good-naturedly. "This must be it." They stopped in front of a old-fashioned, wooden door, painted purple. "You first," he told her, opening the door.

Ella stepped into the spacious room. The walls were bright shades of yellow and purple, the floor was a soft, plush carpet. There was a green bookcase on one wall and to Ella's delight, one whole end of the room was set up like a real art studio with a desk and good lighting and all of the supplies she could want. There was a big hammock with a soft cushion, a couple of big pillows, and a fluffy blanket situated in the middle of the room. She turned to the Doctor, wide-eyed. "It's for me?"

The Doctor nodded, looking over the room approvingly. "The TARDIS did well, then; you like it?"

"Yes," Ella said with another hint of a smile.

"Good." He smiled.

"Are you going to lock the door?" Ella asked quickly, just as the Doctor was stepping out.

The Doctor suppressed another wave of anger. "No, Ella. I won't ever lock you in or out. The TARDIS is not a prison and I am not Dave," he said firmly. "No door here will ever be locked to you and you're free to leave whenever you want. You're welcome to explore the TARDIS even, though I'd have more fun showing you around when we've both had a chance to rest." He smiled a little. "I'm glad you're here, Ella and I want you to be happy, okay?"

Ella crawled up onto the hammock and nodded. The comfy cushions and warm blankets made her sleepy, reminding her that she hadn't slept in more than forty-eight hours. "Can you leave the lights on?" she asked, trying to sound unbothered as the Doctor began to flip the switch.

"Of course," the Doctor said, leaving the door wide open and the lights on as he stepped into the hall. "Goodnight, Ella."

"Goodnight, Doctor," Ella said. "Thank you," she whispered after he was gone.


	2. Chapter 2

**A/N: Thank you for the lovely response! Glad y'all like it! There are a few trigger warnings for this chapter that will apply to most future chapters as well. Mentions of child abuse: physical and mental, possible trigger warnings for eating disorders.  
As always, if you enjoy it, please review. Reviews really make my day.**

The Doctor didn't sleep. Instead, he spent the night in deep thought and alternating between manically pacing around the console and going to check on Ella. Thankfully, she did sleep, looking quite a bit more relaxed and happy than he'd ever seen her. It bolstered him, gave him hope that maybe, just maybe, she really would be alright.

It was late—or early—and the Doctor was tired. He slumped back against the console, still unable to come to a conclusion. He didn't know what to do. Rescuing Ella had been the easy part. That was just talking and running and whooshing away in the TARDIS, all instincts and justice and adrenaline, but now… Now, there was an abused little girl, confused and suspicious and all alone in his TARDIS. She needed stability and comfort, someone who could really help her. The Doctor and his TARDIS were the opposite of that; dashing across all of time and space, one wild, dangerous adventure after another. It was no life for a little human child. No life for any human really.

But then, the question was: what to do with Ella now? He couldn't just abandon her or leave her. She needed _someone._ The Doctor pinched the bridge of his nose in frustration.

Suddenly, he smacked his forehead, pushing away from the console. "Stupid, stupid! Of course! A family!" he said triumphantly. "Children have families. _Need_ families." He scratched the back of his neck, wondering how he'd forgotten to ask, how it had completely slipped his mind. It would make perfect sense for Ella to have a family. She could have been committed or taken or kidnapped or left in the asylum in any number of ways, but that didn't mean she didn't belong somewhere else. Clever little girl like that, of course someone would be missing her. The Doctor smiled, spinning around to slap the console. He had a plan. He would take Ella home. Just as soon as she woke up.

Leaning back against the console again, the Doctor decided that the feeling in his chest was relief. Yes, definitely relief and _not_ any kind of regret or sorrow. He was better off alone after all, last of the Time Lords, wandering all of space and time, helping where he could. There was no room for children. That was it, then, he'd find out where Ella's family was and he would take her home. She'd be alright. In time, the memory of it all, himself included, would fade. All for the better.

Ella woke slowly, surprised to find herself comfortable and warm. She sighed, snuggling deeper under the covers before suddenly waking fully. Sitting up, Ella looked around with open wonder. She was still in her room, still in the TARDIS, still safe. It was all real. Ella rolled out of the hammock, bare feet making a muffled thumping sound on the thick carpet. She smiled a little to herself, but as quickly as it had come, the expression faded. The TARDIS and the Doctor might be real, but that didn't mean she could stay. It would have to come to an end eventually and the sooner the better.

Grabbing her painting and clutching it tightly against her birdlike chest, Ella stepped out into the hall. It didn't take her long to find her way back to the console room where the Doctor was waiting, leaning over the controls. She noted the serious, resigned expression on his face behind his glasses, which were new. She braced herself.

"Good morning!" the Doctor greeted with forced cheerfulness, noticing Ella.

"Morning," Ella said quietly, eyes wary. She shifted on her feet.

The Doctor flipped a couple of switched before walking over to Ella, still smiling. "Let's get some breakfast," he said, starting down the hall with the intention of going to the kitchen. "I'm sure you're hungry." He was hoping some hot food would help Ella relax a bit and make her more willing to talk. Besides, she looked like she could use quite a few good meals. Ella was unusually short and slender for her size. Her collar bone was clearly visible under the thin fabric of her shirt and her face was bordering on gaunt.

Ella shook her head quickly. "No," she said firmly as she followed him.

"No?" the Doctor asked, surprised. "Why not?" He looked down at her, squinting behind his glasses.

Ella stood her ground and shrugged. "I'm not hungry."

"Of course you are. Look at you," he said, waving a hand in her direction. "You're all pituitary and thyroid hormones, growing bones and fast metabolism, you _need_ food. Besides, food is good. I like food."

Ella pulled a face. "No."

"What do you mean 'no'?"

Ella arched one pale brow. "No," she repeated simply, giving him a look that clearly meant she was beginning to question his intelligence.

"But you have to eat, Ella. It's important. Especially for growing things, like you, always changing and expanding. There's a great need for nutrients and energy in there, you know." He pointed at her seriously.

Ella sighed. "You can eat. I'll eat when I'm hungry."

The Doctor shook his head, stepping into the kitchen as the door slid open in front of them. "You're eating and that's final," he said, a little more authoritatively than he meant to. He winced to himself as he caught her expression shift into something colder and more withdrawn, if only subtly so.

"Fine," she said, climbing up onto one of the tall chairs in the middle of the silver and blue kitchen. She folded her arms on the top of the big round table, running the tips of her fingers over the Gallifreyan circular writing etched in the table's cool, metal surface.

The Doctor shook his head again. This was just another reason he couldn't keep her; he had no idea how to handle children. It had been so long since he'd raised his own and he'd tried so hard to forget that he'd succeeded in many ways, erasing the knowledge of how to parent and care for one so small. "What do you like to eat?" he asked, forcing himself out of his thoughts.

"Nothing," Ella said, a sharp edge in her voice. This was a hint of her naturally doggedly stubborn, strong-willed personality, the Doctor realized. It had probably been buried under the quietly compliant, calculating front she had been putting on since they met. It made the Doctor sorry, knowing that she'd been forced to adapt in order to survive, to learn to give and not to fight. But she was stubborn and she was tenacious, still pushing back where she could; she was strong. That was good.

"You have to eat," he said, strolling over to the only appliance in the kitchen. "How about a hamburger? Chips? Meatloaf? You're American, right? Surely you like some of that."

"Whatever."

"Pizza it is," the Doctor announced. He leaned forward, nose nearly touching the big machine on the counter. A moment later, two plates of cheese pizza appeared. Taking them to the table, he sat across from Ella, pushing one plate in front of her. "There, the foodrometer makes wonderful pizza."

Ella looked at the food skeptically before pushing it away a little. "What does this say?" she asked instead, tracing her finger over one of the smaller circles on the table.

The Doctor frowned a little, caught of guard. "What makes you think it says anything?" he asked.

"The patterns," she said, following the edge of a bigger circle. "They're like the patterns of letters in words, words in sentences." She shrugged.

"Yes," the Doctor said slowly, picking up his pizza. Maybe he had underestimated Ella a bit. She was obviously observant. "They're words. Just words."

Ella tilted her head a little, but decided not to ask again. Too much pushing all at once wouldn't do; she still didn't know what he wanted or how he might react.

The Doctor set down his food again. "I thought I could take you home after breakfast," he said, sitting back.

Ella stiffened. "You said I didn't have to go back."

"No, not to the asylum. I mean home, where you come from. Lovely little girl like you, must be a family out there missing you. Where are they, your parents?" he asked.

Ella rolled her eyes. "I don't have any."

The Doctor frowned. "No? What happened to them?"

She slumped in her seat, folding her arms and glancing up at the ceiling. "I don't know. I never met them." Her gaze shifted downward and she fixed the Doctor with what was meant to be a glare, but ended up being something sadder. "They didn't want me." She shifted, suddenly emotionless again. "They left me on the steps of a hospital when I was a couple of days old." Ella shrugged off the memory, starting to tear her pizza into little pieces.

The Doctor hesitated, knocked off his rhythm for a moment. "But humans don't put babies in asylums," he said when he'd gotten his breath back. "They have systems for orphan care. Orphanages, foster families."

"Group homes," Ella added to the list, nodding. "The group home sent me to Dave."

"How long were you with Dave, Ella?"

"Three years," she told him, putting one of the pieces of shredded pizza in her mouth and chewing it experimentally.

"That's a long time," the Doctor said, trying to remain calm.

"It's three years," Ella corrected with a shrug.

Looking down his nose a little, the Doctor looked Ella over again, wondering what kind of hell she'd been through for three years, looking for signs he hadn't thought to see before. He caught sight of the inside of one of her wrists and frowned. Gently, he grabbed her hand, leaning forward as he pulled her hand out toward him. He shushed her softly when she started struggle, keeping his grip soft.

He seethed, running his thumb lightly over Ella's thin wrist, its pale skin marred by bruises, dark and angry, and mutilated by cuts and scrapes in various stages of healing, some old enough to be scars. They stood out, rigid and pale. "He restrained you. You fought," he said, sick to his stomach.

Ella snatched her hand away, glaring at him, green eyes fiery.

"I'm sorry, Ella. I am so sorry," he said sadly.

"It's fine."

"It's really not."

"Whatever."

"Ella," the Doctor said softly. "That is not okay. Dave was wrong. I won't let that happen again," he promised.

She rolled her eyes, looking away again.

He ran his hands through his hair wildly, frustrated. He didn't know what to do. How was he supposed to handle this? He had just made a promise he couldn't keep. There was no way he could guarantee that Ella wouldn't be restrained again or abused, but he could try. He would find her a good family. One with parents that were equipped for humany stuff, able to provide stability and normalness. That would have to be enough. It was better than Dave and the asylum at least.

"Can I be finished?" Ella asked, breaking the silence.

"What? Oh, yes," the Doctor said absentmindedly, trying to come up with a new plan now that Ella's parents weren't an option. He watched Ella as she slunk out of the room quickly.

The Doctor sighed, kicking his feet up onto the table. He leaned back, thinking. This certainly complicated things. Somehow, in his desperation for a simple solution, he hadn't even considered the possibility that Ella didn't have anyone. "Stupid!" he mumbled, pulling at his hair a little. He'd have to find someone. Someone qualified, someone he could trust. Preferably someone human. Well, that narrowed things down. Sarah Jane? Maybe. Jack? No. He shook his head. No, no, _no_. But who? It had to be someone—some _human_—he could trust, someone good, who could handle raising a damaged little girl and do it well.

This would take some thinking. He couldn't rush this and risk botching it. This was Ella's future he was setting up; it had to be good. Who could take care of her? Who would want to? The questions kept coming, rolling in and demanding to be addressed. He pushed most of them aside as he realized something, a huge oversight on his part. He was forgetting to consider Ella. He didn't even know what she was like, her personality, how she would react, what kind of person she was. He needed to get to know her before he could even begin the search for a family that would fit her. You had to know the shape and design of the piece before you could plug it into the puzzle.

So, what did he know about Ella? He scooted down further in his chair, folding his arms back behind his head, thinking. He needed to know about _her. _Herself, not just the things that had happened to her, but who she was. She was eight. The same age when Time Lord children were taken from their families and put into the Academy. But she wasn't Time Lord. She was human. Small for her age, thin, pale, blond with brilliant green eyes. She was smart. How smart, the Doctor couldn't yet tell, but she was at the least clever and observant. He suspected that she was naturally stubborn, but her adaptability had made her meek in order to survive.

"Time!" he said suddenly, pulling his feet off of the table and standing. He needed time to get to know her and figure her out a bit. Just a little time. Three days should do nicely, he decided. He could investigate whole planets in three days, figure out entire species and ecosystems with time to spare. He could learn enough about one little girl, about Ella in three days to make an informed decision.

The Doctor turned his back on the table, ignoring the writing on its surface. He already knew what it said. Whispers from a long gone time. Feeling better about having come to a decision, the Doctor jogged out of the kitchen to find Ella. He ran down the halls, trusting the TARDIS to lead him to her.


	3. Chapter 3

**A/N: I know this is a shorter chapter, but I thought the ending for it was just right. I promise the next chapter will be longer! As always: if you enjoy it, please let me know. Reviews really do make my day! I hope you like this chapter!**

Ella was in her room when the Doctor found her. She was painting, sitting on the floor with her back to him. He frowned, watching as she drew her brush across the canvas. The painting was beautiful. Ella was obviously talented, with an eye for symmetry and shading, her style was elegant and perfect at capturing emotion. But the Doctor didn't like this picture. It was sad. So incredibly sad. The Doctor approached quietly, sitting a little behind Ella and to the side where he could see without disturbing her. For her part, Ella didn't acknowledge him.

The painting was dark, illustrating the corner of a room, light seeping in from the right hand side of the picture. In the middle of the picture, in incredible detail, was an all-white figure. A faceless girl with her knees drawn up to her chest, pale curly hair wild. There were hints of red on the walls and the floor. It was so stark and it's meaning so obvious that the Doctor didn't know how to react.

The Doctor had met quite a few artists in his time and he knew that their creations were very often their way of expressing their feelings. It broke his hearts that Ella was feeling this way. "You are very talented," he said finally, voice a little hoarse.

The little girl glanced over her shoulder at him, tossing her head to get her hair out of her face. "Thanks," she said.

At a bit of a loss, the Doctor looked around the room for something else to focus on. There was a sketchbook laying on the carpet between them. A few of the sheets were loose, pulled from their binding, but stuck back in the book. The Doctor could tell from the exposed edges that Ella had been sketching on them.

"What's this?" he asked, picking up the sketchbook and flipping it open. He looked up from the sketches, gaze dancing between the pictures and their creator. There were several amazingly detailed sketches of his sonic screwdriver. One showed the sonic in the beginning stages of being dismantled. Ella was well on her way to figuring out the sonic. He smiled. "Talented, clever, beautiful," he praised. Without a thought, he reached out and ruffled her hair.

Ella slapped his hand away, splattering paint on both of them.

"Sorry," he apologized, withdrawing his hand. "These are very good, though, Ella."

"They're incomplete. I don't know enough about it," Ella said, relaxing a little. She put aside her paints and carded her fingers through her hair.

"Would you like to look at it some more?" the Doctor offered. "Don't try to take it apart though, okay?"

Ella smiled a little, holding out her hands.

Pleased to see her happier, the Time Lord gladly handed over the sonic screwdriver. He watched amusedly as she continued her previous examination and started adding to her sketches.

They sat in companionable silence for a long time with Ella drawing the sonic and the Doctor watching. She was brilliant. Really, actually quite intelligent. He was amazed how quickly she had begun to figure out the sonic's design, even managing to work out some of the inner workings just based on her outside observations. It was fascinating.

Ella reminded the Doctor why he loved people so much. They were so full of potential, so resilient. Their ability to overcome hardships and be all the better for it. Every time they got knocked down, the best of humanity just seemed to rise above. They were so curious, so tenacious and hungry for knowledge. So capable of surviving, no matter the impossible odds. They could adapt and thrive. And clever! Humans were clever. Even the simplest minded human was far more clever than they knew, so able to do good and learn more if they tried. Ella exemplified all of these things with her brilliance and adaptability. She was a survivor, strong and brave. Curiosity and creativity lit her eyes. It made the Doctor proud and happy and sad all at once. It made him tired of being alone.

Shaking his head, the Doctor stood, reminding himself why he chose to be alone. It was better for the humans that way; he made people a danger to themselves, he caused them to take risks they shouldn't. It was too dangerous, especially for a little girl like Ella.

"How long do I get to stay?" Ella asked suddenly, breaking the silence and pulling the Doctor from his thoughts.

"Oh. Um," the Doctor hesitated, unsure if he should answer before deciding it would be better to be honest. "Three days."

The little girl nodded, not looking up from the sonic. "And after three days?" Her voice was emotionless, making it difficult to tell how she felt.

"Well," he said, scratching the back of his neck, "then I'll take you to your new family."

If he had been able to see her eyes, he would have been able to watch the spark of hope go out of them. "Oh."

"They'll be nice and good and human," the Doctor assured her, forcing cheerfulness he didn't feel. "I'll make sure they're someone I trust. You'll be fine."

Ella nodded again. "And then you'll leave," she said. It was a statement rather than a question.

"Well, yeah." The Doctor wandered over to the bookshelf, pulling of a fairy tale and flipping through it in an attempt to keep busy. "Things to do, worlds to save."

"Will you ever come back?" Ella asked, turning to look at him, green eyes searching.

"If you need me."

Ella nodded curtly and turned away again. In that case, the answer was no. Ella wouldn't ever need anyone ever again, she assured herself.


	4. Chapter 4

**A/N: So, yeah, I know I promised a much longer chapter but I have company coming tomorrow and thought you all might appreciate if I shared what I already had now rather than take forever to update. Besides, this seemed like a pretty good stopping place for a chapter. Anyway, I hope you enjoy it! Please review if you do! Reviews really do make my day!**

The third and final day arrived far faster than the Doctor had expected. With an unexpectedly heavy heart, he slumped against the console. It was early morning TARDIS-time and Ella hadn't gotten up yet. The Doctor resisted the urge to go and check on her yet again. He'd learned that Ella didn't really sleep much at all. Since the first night, every time he'd checked on her in the middle of the night, she was up either painting or reading until four or five in the morning. When she did fall asleep, it was usually passed out on the floor with a brush or a book in her hand.

Three days may not have been such a good idea, he realized. Yes, he had gotten to know Ella better, but he was beginning to wish he hadn't now. The more he got to know her the harder it became to find a family that was good enough for her.

The Doctor ran a hand through his hair, thinking over what he'd learned. He now knew that Ella could be bribed into eating _some_ real food with sweets; Jammie Dodgers and pineapple ice cream were her favorites. He knew that she liked bright colors and sparkly clothes and had an affinity for bow ties.

The Doctor smiled to himself, remembering how she'd grinned briefly when she'd found an old maroon bow tie in the wardrobe. Glaring at him out of habit, she had grudgingly asked him to tie it when she couldn't figure it out.

Continuing to check through his list of discoveries, the Doctor noted that the dark obviously scared her, but she wouldn't admit it. She was still fascinated with the sonic and she loved to take things apart. Over the last couple of days, she'd managed to find and dismantle an impressive variety of electronics; one toaster, two mobile phones from different centuries, one telly, and some kind of digital reading device had all fallen prey to her curiosity. Their disemboweled inner workings lay scattered in the little girl's room with sketches and notes pinned to the walls, documenting her work.

He had learned that Ella had a brilliant smile, but didn't like to use it. She was ever curious and full of questions, but she was flighty, easily spooked and good at hiding her emotions. It was more learned behavior, means of adapting for survival. She could go from comfortably chatting to completely shutting down in an instant. The Doctor could tell that she was keeping her distance in every meaning of the word, refusing to ask any more questions about him or the TARDIS, ignoring any questions posed to her about her past or her feelings, about what she'd like in a family. She stubbornly avoided the subject of feelings and emotions entirely.

No, three days had been too long. He had grown attached and saying goodbye would be painful now that he knew even a little about who he was saying goodbye to. During his time alone he had managed to forget how nice it was to have someone there, another presence besides his own, a companion. The Doctor shook his head at himself, turning sharply to focus on the control panel. Quickly and with a bit more force than necessary, he set the coordinates and had them hurtling through time and space to their destination.

Ella woke up later than usual, curled up on the floor under the desk in her room. Today was it. Three days with the Doctor in his impossible blue box had come and gone and now Ella would be left. Again. She crawled out from under the desk, stretching, catlike. Looking around the room longingly, Ella acknowledged that she would miss it, that leaving would hurt.

She had tried so hard to keep her distance. She didn't need anyone after all. The Doctor didn't care about her and she most definitely didn't care about him. It was hard not to get attached to the TARDIS, though. With it's soft carpet and warm rooms, paints and canvases, things to investigate, and plenty of room to explore and hide in, it was amazing. But it wasn't for her. She couldn't stay.

Shaking off her thoughts, Ella cleared her mind and went to work. She grabbed the black backpack she'd found in the wardrobe the day before and quickly selected a couple of promising looking fairy tale books, reverently placing them in the bag. Next, was a brand new sketchbook and a pack of pencils, followed by her sole surviving painting from the asylum. She added to the bag a handful of tools she had appropriated and a package of Jammie Dodgers. Finally, she zipped the bag closed, tossed it over one shoulder, and headed for the door.

After a quick stop at the wardrobe to change and to add a spare set of clothes to her bag, Ella made her way to the console room. She barely glanced up at the Doctor as she entered, focusing on the big blue doors looming ahead.

"We're here," the Doctor declared. "Twenty-first century London. You'll love it. Right out those doors is your new home." He smiled at her, but it was forced.

Ella blinked up at him blankly, feeling empty.

"Oh course, I need to have a quick chat with your family first," the Doctor continued, trying not to look at the little girl. She was dressed in black jeans and a black button up shirt with a red belt and red shoes. It was bleak in comparison to her other, brightly colored fashion choices. The Doctor hoped he was reading more into it than there really was to be read. "You'll do well here," he added, uncertain just who he was trying to reassure.

The little girl shrugged, long, wild blond curls pulled back in a hastily made braid. She refused to look at the Doctor at all now, focusing all of her attention on the doors.

"Don't you want to know what they're like, your family?" the Doctor asked, hoping for some kind of reaction, some kind of childlike emotion from either spectrum; happy or scared or excited. There was none. The Doctor decided to tell her anyway. "Well, they're not quite a normal family," he said, striding past her and opening the doors. "Two best friends, actually. Brothers really. And their housekeeper. Lovely women, Mrs. H. Fantastic cook, too."

Ella followed the Doctor, hesitating in the doorway. She didn't want to go, she realized. She really didn't want to go. In all her life, Ella had never more desperately wanted to be wanted than right now. She looked to the Doctor. He was busy pretending to be busy, avoiding her searching gaze. She chided herself. That would never happen. She was the throwaway kid, the one no one wanted and everyone sent away. For good reason, too. No, she was being ridiculous. She didn't need the Doctor or his stupid blue box. Ella didn't need anyone and it was time she proved it, she decided, forcing herself out of the TARDIS and into London.


	5. Chapter 5

**A/N: Thank you for the lovely reviews! As always, I hope you enjoy this chapter and if you do, please let me know by leaving a review!**

London was interesting. Even in a relatively quiet part of the city, Ella still got the feeling that it was a part of something bigger, something alive with people and things, ever busy. The TARDIS was parked on the corner of a street. Squinting up at the sign above, Ella could make out the street name. Baker Street. Ella looked around. Odd name for a street with no bakers. There was, however, a smallish restaurant and a host of residential buildings. Ella frowned.

"Come on, this way," called the Doctor, a bit brusquer than he'd intended, as he led the way down the street.

Ella cursed her short legs, struggling to keep up with the Doctor's long legs and brisk pace. She looked around the street, taking notes. There was a fairly steady flow of foot and vehicle traffic, plenty of cabs. Looked like there was an underground train station not too far away, too. The houses or apartments or whatever, didn't seem to shabby. Definitely older, but well maintained. All in all, Ella figured things could have been worse.

The Doctor slid to a stop in front of a slick, black door was large brass numbers proclaiming it as 221B. With only a slight hesitation and a quick glance down at the blank-faced Ella, he knocked on the door. "If I timed things right, they shouldn't be out," he mumbled more to himself than to Ella as the time dragged. He banged on the door again.

"Just a minute, just a minute," came a muffled female voice from inside.

Ella focused on the door as it was slowly opened, revealing an older woman with a pleasant smile and a pretty floral dress. She tilted her head a little, unsure what to expect from the woman and her youthful eyes and happy laugh. To be honest, she was a bit taken aback.

"Oh, Doctor!" the woman gushed, opening the door fully and pulling the lanky Time Lord into a quick embrace. "It is good to see you. Come in, come in." She stepped back, making room for them to enter. "And you've got a friend. Hello, love," she said, noticing Ella. She frowned slightly as Ella maneuvered out of her attempt at a hug, watching the older woman with cold, wary eyes.

"Mrs. Hudson," the Doctor said, smiling. "This is Ella. Ella, this is Mrs. H," he introduced.

"Dear, you look like you could use a bite," Mrs. Hudson said, looking over the gaunt little girl with soft eyes. "I've got a cake just out of the oven. Why don't you both come have a slice?" she asked. "Or two," she added, poking the Doctor in the ribs.

"I'd love to, but I can't," said the Doctor. "Are John and Sherlock in?" he asked, pointing to the stairs.

"Oh yes, the boys have been in all day. Sherlock was making some dreadful racket earlier and had John in a huff." She smiled fondly in spite of her annoyed tone. "I'm sure I'll have to take something out in their rent again this month. I just hope it wasn't my rug."

"Ella, why don't you go along with Mrs. H and get a slice of cake while I go talk to Sherlock and John, alright?" He forced himself to look at Ella. "I shouldn't be long."

Ella wanted to tell him it wasn't alright at all, but she ignored the momentary feeling and simply nodded.

"Be good. Mrs. Hudson will feed you up and keep you entertained, I'm sure with stories of Sherlock and John, won't you, Mrs. H?" he asked, already heading for the stairs.

"Of course," Mrs. Hudson said good-naturedly, taking Ella's hand and leading her toward her own flat.

Ella quietly slipped her hand out of the woman's, hesitating in the doorway behind her. She turned, just as the Doctor disappeared from sight. "Goodbye, Doctor," she said, aggravated with herself when her voice shook a little.

The Doctor's step slowed, the old stairs creaking as his weight shifted back and he started down again. "Not yet," he said. "I'm just going to chat with the boys. I'll be back in a moment to introduce you and get you settled."

Ella didn't respond. She simply turned and followed Mrs. Hudson into her flat and straight to the kitchen.

* * *

"Hello, Doctor," called Sherlock in a bored tone before the Time Lord had even opened the door.

"Sherley!" The Doctor greeted, striding into the room. "Where's John?" he asked, making a quick turn about the flat. Sherlock was sprawled bonelessly across the sofa, wearing a bespoke suit under his ratty old housecoat. His hands were steepled under his chin, obviously thinking. The flat was relatively clean. Cluttered, but clean. That would be John's influence, the Doctor knew. But John himself was nowhere to be seen.

"He's upstairs, showering. Boring," Sherlock said before sitting up suddenly. "What do you need?" he asked, taking in the Doctor with his sharp, analytical gaze.

"I don't always need something, you know," the Doctor said, wandering over to the bookcase, hands in his pockets. "Sometimes I'm just here to help or visit."

Sherlock rolled his eyes. "You have a new companion," he observed.

The Time Lord frowned.

"Thin walls. Child stuff." The Detective waved his hand dismissively. "Anderson could have figured it out," he added with a sort of sneer.

"She's not a companion," the Doctor corrected, expression still serious behind his glasses.

"Name?" Sherlock asked, reclining again, clearly expecting more data. "If you expect John to babysit, I assume I should know the child's name."

"Ella, but I—I don't need you and John to babysit."

Sherlock sat up again, eyes narrowing slightly. "No," he said slowly.

"She's brilliant and interesting," the Doctor said, ignoring Sherlock. "She needs someone; you and John and Mrs. Hudson are the best fit."

"No."

"'No' what?" John asked, stepping into the living room. He was dressed, but still toweling his hair dry. "Hello, Doctor," he said, smiling pleasantly. "What's Sherlock on about now?"

"John!" the Doctor said enthusiastically, knowing John would be the easier to convince. "John Hamish Watson! John the doctor, John the soldier, John the father," he announced quickly.

The ex-soldier frowned. "What? No."

"Well, not biologically, maybe but I have your daughter downstairs," the Doctor explained quickly.

"What?" John repeated, looking between Sherlock and the alien.

"Doctor?" called Mrs. Hudson, coming up the stairs. The three men turned their attention to the door. "Doctor," she said, stepping into the room, one hand on her bad hip. "You're little friend, Ella," she started, face creased with worry.

"What? What did she do? What is it? Is she okay?" the Doctor demanded rapidly, instantly in front of the motherly woman, hands on her shoulders.

Mrs. Hudson shook her head. "She's gone," she said sadly.

"What?" the Doctor asked, incredulous.

"She went to the bathroom, but… I went to check on her. The door was unlocked and the window was open. She just left. I'm so sorry," Mrs. Hudson shook her head looking down at the floor.

The Doctor was gone, already flying down the stairs, leaving a very confused John, Sherlock, and Mrs. Hudson behind. Ella was missing. His precious little charge lost into the wilds of London. Flying out of 221B, he raced into the street, looking around desperately. The Doctor didn't know what to think. Ella's goodbye, her scared-sad look—the most emotion he'd seen on her face—that he had tried so hard to ignore that he'd succeeded until now, were playing through his mind on an endless loop.

He had to find his little girl.


	6. Chapter 6

**A/N: Thank you again for the reviews! So, I'm going to apologize up front for the ending of this chapter. There is a trigger warning (TW) for suicidal thoughts. I'll try to post the next chapter ASAP! Please let me know what you think (good or bad) in a review! Ta! So, yeah... enjoy! **

The Doctor was suddenly pulled out of the street by John. The army doctor looked concerned, not loosening his grip on the Doctor until they were safely back on the sidewalk in front of 221B. Mrs. Hudson and Sherlock were standing in the doorway.

"She'll be alright," John said. "We'll find her. What's she look like?"

Distraught, the Doctor shook his head. "I shouldn't have left her. I should have known she would do something like this."

Sherlock had joined John. "Data, Doctor," he said crisply in his deep baritone.

"Little, blond, skinny, beautiful green eyes," the Doctor said, mind racing. As much as he'd learned about Ella, he had no idea where she would go or what she would do on her own.

"A sweet shop, maybe?" John suggested.

The Time Lord shook his head. "She hates eating."

Sherlock was looking on his phone. "Judging by Mrs. Hudson's emptied pockets, I'd say she took a cab or the tube."

The landlady patted the pockets of her slacks. "Oh dear," she said. "I'm missing ten pounds."

"Not a cab then," Sherlock decided, steepling his fingers again. "Age?"

"Eight," said the Doctor, running his hands through his hair and pacing. "I don't know where she would go. She's never been to London. She's never even been to England."

"American?" John asked.

"Yes, Ella's American. She hasn't been out in three years. I don't even know if she'd know how to get onto the tube. But she's clever, she'd figure it out." He knew he was rambling but he couldn't stop.

John interrupted him. "What do you mean?" he asked, frowning in confusion.

Sherlock had stepped closer, sensing this might be valuable data.

The Doctor waved on hand, the other still in his hair. "She was in an asylum. I don't think she left the property in three years. I don't know if she's even been in a city before. I needed more time."

"You said she was clever," Sherlock said, knowing that was high praise coming from the Doctor and not lightly given. "How clever?"

"I'd call her a genius even if I were in the room," he said, tone turning a little fond.

"Eight, clever… Bitter?" asked the detective.

"Withdrawn, yes. A bit cold."

Mrs. Hudson nodded sadly. "Not a very sociable child," she added in.

Sherlock had his phone out again, scrolling through some page quickly. "Why would she run away?"

"Because she's a little girl and she's scared?" said the Doctor, tone desperate and cross.

John put a hand on his arm. "Sherlock's just trying to help."

"You brought her here; why?" Sherlock demanded, searching the Doctor's eyes for something, clearly in his deducing mode.

"She needs a family. A human family. People I trust. You were the only ones that fit," the Time Lord said.

"Must have been desperate," John couldn't help but comment.

"She was in an asylum." Sherlock said, pacing, eyes lit up with some realization. "No family, _abandoned_ as an infant obviously, _left_ by string of failed foster families and at least one group home who _dumped _her in an asylum," he rattled off excitedly, obviously approaching his conclusion.

But the Doctor was ahead of him. Suddenly filled with understanding, the Time Lord took off down the street toward the TARDIS. He flung open the door and rushed inside, all swirling coat and wild hair.

"Oh course!" he said, rushing about the console in agitation. He should have known, should have thought about how Ella would see this. Clever, independent little Ella. She'd be abandoned, left, and dumped so many times, and in her eyes, he had been doing the same. If he had been her, he'd have run away too. Better to be the one doing the leaving.

The Doctor scrubbed a hand over his face. Now what? Yes, he knew _why_ she ran, but he still didn't know where she would go. London was a big city, full of people and dangers. She could be anywhere.

He was pacing, alternating between shoving his fidgeting hands into his pockets and pulling at his hair. His first inclination was to go out into the city and announce Ella's disappearance and demand her return. That was foolish and impulsive. That was the kind of sentimentally stupid act that he chided his companions for. And it wouldn't help him with Ella at all. Forcing her to return wouldn't be appreciated.

But he needed to find her, to make sure she was safe. Even if it meant watching her from a distance for a time. Or forever. He slid to a stop, shocked by just how attached he was to the girl. Three days hadn't been long enough, after all, he was beginning to realize.

Clearing his mind as best he could, he forced himself to focus. Where would Ella go? Little Ella who'd experienced far too little good and way too much bad, who had adapted to survive. The genius little girl who was secretly so afraid. What did little children do when they were alone and scared? What did runaways do? Looking up at a map of London on the monitor, his eyes widened. Hide! The Doctor ran deeper into the TARDIS, hit with a desperate idea.

* * *

Once she had cleared the window, Ella ran to the nearest underground station, not caring about the stares she attracted. She ignored everyone as she rushed down the stairs and into the station, looking around for a map. Her heart and head were pounding, thoughts out of control and senseless.

Ella had reached the end of her plan. After running away, she hadn't given much thought to what happened next. It was reckless and stupid, she knew, but she couldn't bring herself to care. All she wanted was to get away and to be alone. She needed time to think. She wanted to hide.

Looking over the map quickly, Ella made a quick decision. She took off through the station again, knowing her destination was just two trains and approximately seventeen minutes away. What she would do after that, she didn't care, but she felt better going somewhere.

It wasn't long before Ella reached her destination. She climbed the stairs slowly, reluctant and suddenly tired. The sky was gray and growing darker. Inside the Doctor's TARDIS, Ella had practically lost track of time. Apparently it was early evening now. Ella was thankful as she entered the park's grand entrance. People were making themselves scarce, heading home in groups of two or three, or families of three or more. Children following their parents contentedly, if reluctantly, out of the park.

Shadows stretched as she walked before disappearing altogether in the lack of light. The landscape was beautiful, calming with it's long paths and green grass. Flowers were blooming, their colors muted in the twilight of approaching night.

Ella readjusted her backpack on her shoulders, hunching forward and hugging herself. It was quiet. Ella wished it was louder. She almost wished it was more crowded, that there was enough noise to drown out her thoughts, to take her mind of her empty chest.

Feeling numb to the point of almost feeling pain again, she approached a small bridge, walking up it, small feet dragging the ground. She leaned against the railing, looking out onto the lake and then down into the water. She idly wondered how deep it was. Scrambling, the willowy little blond climbed onto the railing, teetering dangerously on her feet for a moment before dropping to her seat. She continued to stare into the water, ignoring the ache inside her chest. A stiff wind kicked up, blowing against her face and pulling a few loose strands of golden hair free from her braid. She pushed them back behind her ear, shivering a little.

Watching the water ripple, Ella leaned forward, pushing her luck and her balance. She didn't care. Ella couldn't swim. Other than the rare bubble bath when she was small, she'd never even been in any kind of water. Now, she felt the pull of it. She wondered what it would feel like to be fully submerged, floating, falling, sinking. Cold, probably. Eyebrows drawn tightly and lips pursed, she wondered if she'd be able to force herself to inhale or swallow the liquid, or if she'd even have to.

Ella shook her head. The idea was tempting, she thought as she stood up on the rail again, toeing the edge of the stone bridge's railing. So tempting to just end it all right here. She'd always been alone and unwanted. It hurt. The pain could be over now. Tomorrow she would just be some unknown body. The day after, she would be entirely forgotten.


	7. Chapter 7

**A/N: Here it is! Thank you all again for the fantastic reviews! I hope you enjoy this chapter and please let me know via review if you do!**

Ella stood on her toes, leaning forward. She wasn't sure what she wanted. So many times before, in the asylum, she had wanted to close her eyes and never wake up, but now… Something was holding her back. Something had changed.

Of their own accord, Ella's thoughts turned to the Doctor. She smiled a little, soft lips curling ever so slightly up at the corners. He was smart and kind and so utterly different from everyone she had ever known. She wished she had never met him. He had rescued her, taken an interest in her. It had been nice. Without meaning to, and against her better judgment, Ella had begun to hope and wish. For just a moment, she had desperately wanted to stay with that strange man and his amazing blue box.

Ella rocked back on her heels, wiping at her misty eyes to clear her vision. She had wanted to stay but he didn't want her. It hurt. Ella couldn't afford to risk making such a mistake again. Caring, growing attached to people or places, was never a good idea. She always ended up alone and unwanted again. She always messed things up, getting herself sent away. That's why she ran. Better to leave on her own terms than to risk getting dumped in another group home or asylum after the Doctor left her and her new "family" discovered that she was trouble and they couldn't handle her.

Steadying herself, Ella unshouldered her backpack, dropping it with a muffled thump to the bridge behind her. Maybe there was something in there someone would want, some token of herself that could survive and be remembered. Jumping was sounding all the more appealing the longer she stood up there and thought.

And yet… She couldn't quite bring herself to take the plunge. Teetering on the brink of life and death, Ella couldn't decide which was worse. The wind stung her damp cheeks and ruffled her hair, blowing her back from the edge. She held her ground, staring unseeingly into the dark water.

Scowling, Ella leaned forward again, annoyed with herself that she couldn't just do it. What did she have to hold her back? What reason did she have to live?

"Hope," she whispered to herself, the quiet word practically snatched away by the wind. She had hope, a foreign, unwanted thing that kept her grounded. She had the tiniest of hopes that the Doctor might change his mind, that he might want her. It was silly and stupid and entirely illogical, she knew, but it was there all the same; as long as there was the minutest of possibilities that she could live with the Doctor, Ella didn't want to die.

The realization was shocking. The Doctor was mad and unpredictable. She had seen hints of a darker side to him; he could be snappish and short, he could be angry. Ella thought there was something familiar in that; something not too different from an injured animal trying to protect itself. Familiar indeed. The Doctor was also more brilliant and caring than anyone she'd ever met. And he was crazy with is insanely wonderful TARDIS. Ella wanted to stay with him, travel with him. She'd never wanted to stay with anyone before.

The wind died down and Ella sighed. She wanted to live. Keeping her arms out for balance, Ella began to turn slowly. She was about to crouch and hop down when the wind, having changed directions, picked up again. The sudden blast to the face shook her, causing her to lose her balance. She wobbled for a moment, small arms waving wildly as she tried to recover.

* * *

Hyde Park! It really should have been obvious, the Doctor thought, entering the park quickly. Hide and Hyde. If Ella was looking for somewhere to lay low, the name of the park was poetically fitting. What she was doing in the park or where exactly she was, he didn't know. It was getting dark now as he walked, waving the sonic around out in front of him as he went.

In Ella's room, the Doctor had found a strand of Ella's curly blond hair. Using the sonic, he coded it to her DNA so that now he could use the device as a tracker. The buzzing got louder and the frequency more intense, the deeper he got in the park, alerting him that he was getting closer.

The Doctor focused on not thinking, entirely intent on finding the little girl. He didn't really care what happened next as long as he could get her back and keep her safe.

He continued down the path, scanning carefully so that he didn't misstep or go the wrong way. If his memory was correct—and it usually was—then he should be approaching Dell Bridge soon. The copse of trees and plants in the dell would be an appealing place to hide for a small child.

Suddenly, the Doctor froze. There was a noise, it sounded like a scream. He focused, frowning and making hushing movements at the wind and insects making noise around him. It was a scream; Ella was screaming. He started running again in the direction of the sound. Ella was screaming, calling for him. His hearts skipped a beat when the scream cut off abruptly followed by the sound of a splash some distance away.

Ella was in the water and she didn't know how to swim. He felt like the blood in his veins had all been exchanged for ice water. He ran faster, putting the sonic in his coat hurriedly. Desperately, he shed his long brown coat and suit, pulling off his tie and tossing all of it into the grass as he barreled full force toward Dell bridge. The park was eerily quiet as he kicked off his shoes and continued running. The only signs of Ella were her backpack, lying abandoned on the bridge and ripples on the now-placid water.

Without a second thought, the Doctor dove in, determined to rescue little Ella yet again, hoping he wasn't too late.

* * *

Ella was falling, screaming. In her panic, she called for the only person that had ever helped her. "Doctor!" she cried desperately a moment before hitting the water. The shock of the cool water caused her to gasp. She barely managed to hold her breath before she was in over her head, flailing uselessly.

She was sinking. Without much fat to keep her afloat and no swimming skills, Ella was sinking like a stone in the water. This wasn't supposed to happen. She didn't want to die.

Lungs burning, Ella kicked harder before slowly giving in to the inevitable. Her head hurt and it was getting difficult to think clearly. The water was cold, all-encompassing, and everywhere. All she wanted to do was suck in a lungful of air or water; anything to make the pain stop. She couldn't quite force herself to do it, but it wouldn't be long before the choice would be out of her hands.

* * *

The Doctor felt around in the dark water, completely focused on one thing. This couldn't happen again; he couldn't lose Ella. Determined, he searched on, ignoring the small voice telling him he was too late. He had to find her.

Suddenly, as he was beginning to lose hope, the Doctor's right hand touched something soft and warm. He grabbed hold of her arm, grip tight enough to leave a bruise. Pulling her close, he pushed off from the bottom, kicking for the surface as fast as he could. Ella wasn't moving, wasn't struggling against his hold. He dragged her up onto the shore of the lake.

Pushing his hair out of his face and wiping the water from his eyes, the Doctor began to assess the little girl. Her small body looked even smaller and more fragile in the evening light, lying perfectly, disturbingly still. Pale lids covered her brilliant green eyes and her lips were parted slightly. Most importantly: she wasn't breathing.

Quickly and gently, the Doctor turned Ella's head to the side, disturbed by the amount of water that dribbled out of her mouth. Thankful that he had actually taken a life saving course many, many years ago, he delivered four strong breaths. Then came the hard part, he pulled away a little. Turning his head, he hovered just above Ella's mouth, listening, waiting. Nothing. He through himself into repeating the process, forcing all of his thoughts out of his head.

The Doctor ran a shaky hand through his hair, eyes stinging as he desperately forced more air into Ella's lungs. He shook his head. He was too late.

"Breathe, Ella. Please," he pleaded. "I was wrong. So wrong to send you away. I don't want you to go." He swiped angrily at his eyes before giving mouth to mouth again. "I don't want you to go," the Doctor repeated hoarsely. "Not now, not ever." He took her hand, squeezing it urgently.

Suddenly, Ella was coughing. The Doctor jumped into action, helping her sit up as she violently hacked up a lungful of water. He couldn't help but grin. Ella wiped at her mouth, looking shaky, but definitely alive. Impulsively, the Doctor pulled the little girl into a hug.

Ella pushed him away weakly, trying to wriggle out of his hold impulsively. She regarded him a moment, eyes cool and calm before her facade seemed to literally melt away into something desperate and needy as she opened her mouth to speak. "I don't want to go," she said, voice small, gaze dropping to the ground. "I—I want to stay," she added. "With you."

The Doctor smiled, a mix of worries and emotions churning inside him. "I don't want you to go either, Ella. You're my little girl." It was true, he knew. It had been true ever since he'd found her four days ago. Ever since the beginning of time, whether he knew it or not. Ella was his and he couldn't let her go or leave her or send her away. For better or worse. He opened his arms to her, wishing he could hug her without scaring her. To his surprise, Ella leaned her head against his chest. Slowly, he ran his hand lightly over her soaked curls.

"I'm rubbish at families," the Doctor told her seriously after a few quiet moments.

"I wouldn't know," Ella said quietly.

He frowned sadly but nodded. "I want you to be safe and happy, but…" he trailed off. "It's not that I don't want you, Ella."

Ella was tempted to cut him off, to tell him she didn't care if he wanted her or not, that it didn't matter to her. But the problem was that she did care. She wanted to be wanted by him even if she knew it couldn't last. She bit her tongue, keeping her ear pressed against his wet shirt. She could hear his hearts beating and it was oddly comforting. Closing her eyes, Ella braced herself with the rejection that was coming.

"Ella," the Doctor said, voice full of concern as he felt her tense against him. "I want you," he told her with conviction, "but I'm afraid," he admitted.

She glanced up at him, confused.

"I'm afraid of you getting hurt because of me, I'm afraid of losing you like I almost did today. But…" He looked up to the sky, exhaling sharply. "You're my daughter. Whether I wanted it or not to begin with, I love you now and I don't want to send you away." He ran his free hand through his wet hair and then scratched at the back of his hand. Why was this so difficult? "Would you like to stay with me and the TARDIS; be my daughter?" he asked.

Ella closed her eyes tightly, tears streaming silently down her already wet cheeks. "Yes," she told him quietly. "I don't want to say goodbye yet," she added, voice small and childish.

"Not yet—not ever," the Doctor said fiercely.


	8. Chapter 8

**A/N: Sorry for taking so long to update! Life has been crazy. Your reviews always make my day! I hope you enjoy this chapter. ^_^**

Ella wasn't sure how long they sat like that, her head resting on the Doctor's chest and his hand petting her hair cautiously. The traitorous wind kicked up again, slicing through her wet clothes and biting at her chilled, wet skin. She shivered.

The Doctor seemed to rouse himself, shifting a little. "We should go," he said gently, helping Ella to her feet.

She wobbled a little, weak from a mixture of exhaustion and cold. He steadied her, touching her only as much as he dared without pushing her too far. The Doctor knew better than to think the worst of Ella's issues were just magically behind them. Things didn't work that way. Healing took time.

Leading the way to the bridge, the two of them dripping and shivering along the way, the Doctor threaded his arm through Ella's backpack. It was much lighter than he'd expected, but he really wasn't that surprised.

As they turned to gather up the Time Lord's discarded jacket, coat, and shoes, Ella pulled away a little, hugging herself and watching the Doctor. A moment later footsteps could be heard; two sets, running. The solemn pair turned to look, the Doctor angling to stand in front of Ella slightly, feeling protective.

"Doctor," came a familiar baritone. There was a hint of annoyance in the voice. "I see you found the child."

The Time Lord relaxed, smiling as Sherlock and John came into sight. He really shouldn't have been surprised that the consulting detective had figured out where Ella would go. "Yes. Ella, this is Sherlock and John," he introduced, stepping aside.

The little girl looked over the two men warily. "Hello," she said, wringing out the edge of her soaked shirt.

Sherlock clasped his hands behind his back, looking down his nose at the girl, taking in every detail with his sharp eyes; deducing. Ella didn't like being read. Taking her attention off of the shorter man, she focused on glaring at Sherlock.

While she was distracted, John had approached, crouching near her. "May I?" he asked, holding up his medical bag, voice soft.

Ella switched her attention to the medical man. "No," she said firmly, resisting the urge to back away.

Sherlock made an annoyed huffing sound, earning himself another glare. "Don't be an idiot," he said shortly.

"What Sherlock meant to say is that you've obviously been traumatized and possibly injured and you should let me check and make sure you're alright," John smoothed over. "I just want to help."

Ella and Sherlock rolled their eyes simultaneously.

""Dry or delayed drowning, hypothermia, shock, and even concussion are all quite possible. John, out of his misguided need to serve and care, wishes to prevent your demise," Sherlock said plainly, tone bored as ever. "She's not entirely stupid, John," he added in response to his friend's sharp look. "If you wish for her cooperation, I suggest you try reasoning with her."

John noticed the small girl relaxing slightly at Sherlock's words and nodded slowly. "He's right," he told Ella. "I just want to check your pulse and respiration."

Ella glanced back at the Doctor. He nodded encouragingly. "He's a good sort. Let him help."

Still unconvinced, Ella walked over to the blondish-gray man. "I bite," she warned him seriously.

The ex-army doctor laughed. "I'll try not to do anything to deserve it, alright?" he said. "Now, why don't we move over to the light and get you sorted, yeah?" he asked, gesturing to the pool of light beneath a lamppost just a little ways off.

Ella didn't want to leave the Doctor's side, bit she nodded reluctantly and led the way. "What do they call the medical division of the British army?" she asked.

Sherlock smirked, catching the question just as the other two were on the edge of earshot.

John laughed again, a warm, open sound. "Are you sure your last name isn't Holmes?" he asked.

Ella frowned and shrugged. "It's possible, I suppose. I don't know who my parents were."

"Oh, I'm sorry," John said sincerely, coloring slightly in embarrassment.

"Don't be. I don't care."

John furrowed his brow, but didn't argue. Kneeling in the light of the lamp, he opened up his medical kit and pulled out his stethoscope. He rolled up his left sleeve so that his watch was visible. "Now, I'm going to put this here and I need you to breathe for me," he said.

* * *

The Doctor sighed, looking across the messy apartment at Ella. The little girl was passed out in John's chair. After John had finished checking her out, the four of them had returned to Baker Street, where Ella had changed into the dry set of clothes from her bag and set herself up in John's seat. One hot cuppa and two blankets later, she had curled up and finally surrendered to exhaustion.

"You've changed your mind," Sherlock observed, voice unusually soft, but still enough to pull the Doctor from his thoughts.

The Time Lord nodded, not taking his eyes off of his little girl. "Yes."

"She is… interesting," the detective conceded.

"She's been abused," John piped up, returning from the kitchen with more tea. He gave Ella a soft look before taking his seat on the couch beside Sherlock. "You've seen the scars?" he asked, gesturing at his own wrists.

The Doctor nodded again. "Yes," he said sadly.

"Caused by restraints, not self-inflicted," Sherlock said, steepling his fingers. He was obviously on the edge of rattling off a series of observations.

John put a hand on his arm, shaking his head a little once he'd gotten his attention.

Sherlock mouthed, "not good?"

The blogger nodded.

"We are no longer candidates for parenthood?" Sherlock asked, lowering his hands to his lap and folding them.

"No," the Doctor said. "I can't send her away. She's…" he trailed off, the corners of his mouth twitched up. "After everything I never thought that… blimey!" He shook his head. "She's mine and I can't let her go. I can't trust her to anyone else."

John nodded, understanding.

"There will be difficulties," Sherlock said, ever the realist. "Raising a child with that background, those scars, it will not be easy."

The Doctor found himself nodding again. "No, but it will be worth it."


	9. Chapter 9

**A/N: So, I know this chapter isn't very long and it doesn't do much for the plot, but here it is anyway. I hope you enjoy it and review it. Thank you for all of your kind and encouraging words thus far. You're all just darling.**

"Come on, then," the Doctor said, voice soft as he gently shook Ella's shoulder. Her childish features scrunched into a frown as she attempted to burrow deeper into her nest of blankets. After a moment, her expression relaxed again. She looked peaceful. The Doctor smiled. He was reluctant to wake her, knowing she rarely slept at all, but it was time for them to go. He shook her shoulder again, a little more forcefully. "We need to go," he said.

She made a sort of whimpering sound and flinched away, face pained. The Doctor froze, glancing over his shoulder at Sherlock and John.

"Nightmare," John mouthed.

"Obviously," Sherlock scoffed, voice loud in the quiet of the flat.

Ella's small form curled in on itself at the sudden sound, face turned toward the back of the chair. The position was defensive and scared. It simultaneously pulled at the Doctor's heart and fed his bloodlust. He would punish the people that did this.

Suddenly, Ella was awake. The little girl sat up, hair mussed and fully alert. Her defenses were obviously up. The wariness had reappeared in her eyes. She scanned the room, gaze resting on each of the men for a moment before settling on the Doctor. She shifted, looking up at him expectantly.

"It's time for us to go," he told her. "Back to the TARDIS."

Ella relaxed significantly, wriggling out of her pile of warm blankets until she was standing on her own two feet. "What about them?" she asked, jutting her chin in direction of Sherlock and John.

"Oh, they'll be fine," the Doctor said. "Bit disappointed, I imagine. Well, who wouldn't be in their position." He grinned. "Poor blokes, thought they were going to get to add you to their family only to find out I can't part with you."

John nodded, and to everyone's surprise, even Sherlock inclined his head. "It would have been interesting," the detective admitted.

"But," John interrupted. "Goodbyes aren't always for forever." He winked. "Right, Doctor? Both of you will have to come visit again, yeah?"

The Time Lord nodded slowly, hands in his pockets as he rocked back on his heels. "Yeah," he said, drawing out the word. "I'm sure we can swing by again, don't you think so, Ella?"

Ella's eyebrows rose fractionally. This whole situation was surreal, she thought, catching sight of dawn breaking outside in the street. Just a few days ago she'd been rescued from the only life she knew by this crazy man, told that all of those science fiction ideas she'd wished for weren't fiction at all, and then last night she thought she was on the verge of losing it all. She'd run away and drowned not eight hours ago. Now, here she was, in a room of virtual strangers who were joking and smiling and including her like she belonged—like this was normal; meant to be. It was unreal, impossible, but… here she was. And, despite her fears and the logic that told her this wasn't real, Ella was happy. Or as close to happy as she'd been in a long time. These people, this place, that bigger-on-the-inside box, maybe it was real and maybe it was for her after all. She decided she liked the idea.

She found herself nodding. "Okay."

The Doctor's smile widened as he rocked forward again until his faded red Converse were solidly on the floor again. "Great! It's settled!" He glanced out the window. "Well," he said, holding out his right hand and adjusting his glasses with the other, "time to go. Goodbye, John. Goodbye, Sherley." He smiled as Sherlock grimaced at the nickname.

"Goodbye," Ella said, turning to follow the Doctor.

The Doctor paused at the door and Ella came to a stop behind him, confused. He glanced down at her and then looked pointedly at his empty hand between them. Ella followed his look and he wiggled his fingers. "What do you say? Just try it? You can always let go," he said, expression hopeful, but trying to hide it.

Ella considered it for a moment. She was reluctant to hold his hand but not even certain why. She was so used to being alone and any contact with anyone else had always been unpleasant. Impulsively, Ella placed her small hand in his bigger one, intertwining their fingers. His hand was strong and warm, reassuring but also frightening. If he wanted to hold on to her, she knew she couldn't pull away. He seemed to realize this, keeping his grip loose and letting her do all of the real handholding.

She just stared at their joined hands for a minute, fascinated and afraid, and still somehow a little happy. Suddenly, she looked up at the Doctor, who was watching her with happy-sad, ancient eyes and a lopsided smile. Ella felt the corner of her own mouth twitch up and she nodded.

Stepping forward, she pulled him along down the stairs and out into the street. Back at the TARDIS, the Doctor snapped the fingers of his left hand. The doors swung open and the two of them entered, hands still joined.

"Well," the Doctor said looking around, putting his free hand in his pocket. He shifted his gaze back to the little blond-headed girl by his side. "Here we are."

Ella nodded, cocking one eyebrow. A bit of amusement crept into her eyes. "Yes."

"I'm starving," he said, knowing Ella had to be hungry as well. "How do you feel about pancakes?" he asked, leading her to the kitchen.

"I like pancakes," she admitted. Ella's stomach chose that moment to loudly growl.

"Pancakes it is!" the Doctor decided, smiling. "Let's teach you how to swim afterward," he added seriously.


	10. Chapter 10

**A/N: Enjoy!**

The Doctor was in the console room, fiddling with controls. It had been three days since they had left baker street, a week since he had found Ella. He turned his back to the console, resting his weight against it, arms folded and brows furrowed in deep though.

Ella. That brilliant, damaged little human that the TARDIS had found and had somehow become inseparably attached to. He unfolded his arms to reach back and pat the metallic surface affectionately. "Good old girl," he said softly, smiling slightly. Maybe not the most reliable, but… she had a way of working things out. And she always seemed to have a soft spot for the for the wounded and the lonely, attracting them like pins and needles to a magnet.

Taking his glasses off, the Time Lord scrubbed at his face tiredly. He had thought he had been making progress with Ella. Foolishly, he'd assumed that holding her hand, telling her he wanted to keep her, teaching her to swim, convincing her to eat three meals a day, and introducing her to a better life in general could somehow erase the last eight years of scars and fears and wary eyes. He hung his head, shaking it.

The guarded little girl had finally seemed to be relaxing a little. She smiled a giggled, quick flashes of warmth and sunshine in her otherwise drear and cloudy countenance. But the moments were always short lived. He watched as the smile died on her lips as soon as she realized she had made the unconscious expression, the , melodious laughter was strangled in her throat before it hardly began. In their place rolled in pinched brows and sombre looks, wary and nearly apologetic in nature. Like the slip up of being happy was some kind of crime.

With sad, knowing eyes he'd watched her closely over the last three days. He was too old, too clever, and had experienced too much not to be able to read the _why_ to her actions in those moments. She was afraid. So obviously doubtful of his words and their sincerity. It hurt. He could see that she was scared; too afraid to get comfortable, too used to having the rug yanked out from under her feet when she did. In every moment of happiness she stopped herself, thinking it would soon be over. She refused to get to comfortable of settled, avoided any semblance of permanency.

He wanted her to be a kid; to make messes and have fun, to want hugs and attention and junk food. Ella was too grown up, slinking around and wound up like a spring, prepared for the worst at any moment. She lived in practiced, but unnatural coldness; detached. He wanted her to be childish and playful and mischievous, to be herself, for that brilliant mind and quirkilly bright personality to come blazing into the forefront.

Over the last twenty-four hours she had begun to avoid him entirely, hiding in her room with the door mostly closed. He had thus far managed to resist the urge to check on her every five minutes.

Pacing now, the Doctor stopped himself, Converse squeaking in protest. He pulled one of the screens over, flipping through Earth's news channels. He pulled out his sonic and quickly set the TARDIS to search the news for specific key words. It was all more or less just an attempt to keep him busy.

He so badly wanted to convince Ella that she could stay, that this was all for real. But who was he? Why should he trust him or believe anything he said? As far as she knew, this could all just be another mind game of Dave's. He found himself snarling at the mere thought of the man.

Placing himself in Ella's shoes, he could see that the stakes for her were far too high for her to risk getting comfortable.

The Doctor ran a hand through his hair, sighing. He turned away from the console, walking out into the hall, not entirely sure where he was going. He pulled to a stop at Ella's door, which was wide open. He peered into the room, but Ella was nowhere in sight.

Just as he was about to continue searching for her, he noticed five canvasses set up along the far wall. This must be what Ella had been doing in her room. He walked over slowly, glancing over his shoulder and checking the hallway to make sure it was empty before approaching the paintings.

Each canvas was nearly as tall as Ella and painted in an incredibly realistic style. He sat slowly, folding his long legs criss-cross-applesauce. Pulling out his glasses and slipping them on, he examined the pictures, starting with the one farthest to the left.

The first depicted a little baby, only a few days old with rosy cheeks and a pale brow. Pink lips were parted mid cry and tears filled green-blue eyes. The Doctor wanted to reach out to the baby to comfort her. He looked over the rest of the painting, taking in the background. A pink blanket, a cardboard box sitting on a concrete step. Abandoned and alone.

He turned his attention to the next picture. A toddler version of Ella with wild curly hair and green eyes, softened by baby fat. She was barefoot and simply dressed in a little jumper. Standing at the legs of an adult, pulling on the pants, seeking attention that wouldn't come.

The Doctor ran a hand through his hair, dreading the next images, but he knew he couldn't simply turn away.

The third picture showed Ella, a little older, but still chubby and healthy. She was sitting. In her arms she cradled a dead kitten. A group of children were playing and laughing at the other end of the canvas, leaving Ella alone again.

In the fourth, she was being roughly dragged up the steps on a large imposing building, obviously struggling. The sign declared it as Springdale Asylum. The Doctor assumed the man doing the dragging in the picture was Dave. If he didn't think it would upset Ella, he might burn this painting just to take the edge off his anger.

Forcing himself to continue, the Doctor looked at the next picture. There was Ella, alone in solitary, just like he had found her. She was obviously thinner than in any of the previous pictures, features gaunt and haunted, eyes empty. He couldn't guess how many times she had been alone like that.

Sitting back, eyes closed, he wished he could go back to the moment depicted in the first painting and rescue Ella then. But… wibbly-wobbly timey-wimey. Going back could potentially create a paradox, but worse yet, the Ella that was here now—brilliant, broken, beautiful Ella—would cease to exist. Poof. She would be gone in one final abandonment; existing only long enough to see him make the choice, to know that she was right, that her fears were justified. He couldn't abandon her or live with the knowledge that he had essentially declared her unworthy and let her go into nothing. Even if she never would have technically existed, he would know. He would remember and things that were remembered were never truly gone.

He was pulled from his thoughts by the sound of muffled footsteps on the thick carpet behind him. Turning to look, he smiled a little. Ella had found the bathtub. Her hair was dripping wet, bubbles still clinging here and there, dressed in a set of soft-looking flannel pajamas.

"They're beautiful," he told her honestly. "You are a very talented artist, Ella."

She dipped her head a little, wandering closer. "Thank you," she said, shifting uncomfortably on her feet. She met his eyes, noting that they were on the same level if he was sitting and she standing. She gestured at the five paintings. "That's me," she said simply, meaning more than she knew how to express; meaning that those represented her life, that they were defining and life altering moments, memories, pieces of herself that she had never shared, but she wanted to share them with him.

He nodded, understanding.

"No one wants me," she told him, looking straight ahead, avoiding the Doctor's eyes. "I didn't tell you why I was in the asylum."

"I didn't ask."

"I'm a sociopath." Ella glanced at him briefly before continuing to stare at the wall. "I don't care or feel about things like other people. Dave was studying sociopathy in children or something," she added, voice turning sharp. Ella waved a hand dismissively.

"Ella," the Doctor said, voice soft, "I've met sociopaths and psychopaths. You aren't one of them."

The little girl gave him a sharp look. "I'm different. Dave did tests… he said…" She shrugged. "It's why no one wants me; they can tell."

He shook his head. "Being different doesn't make you bad. Dave is wrong. Everyone is wrong about you."

"No."

"Ella," he said, a little urgently, taking her hand to get her attention. "I want you."

She rolled her eyes. "Why and for how long? Until you realize I'm too much trouble? That I'm broken and worthless and a sociopath?"

The Doctor shook his head again. "Everyone's a little broken." He forced a small smile. "Doesn't make us worthless. I know I can't make you believe me, but I'm not lying, Ella. I'm broken, I've done terrible things, I have regrets, I lie, but I am not lying now and I will not regret keeping you."

Before Ella could respond the whole TARDIS shuddered. The terrible quake sent them both sprawling, the sound accompanied by blaring alarms coming from the console room. The Doctor jumped to his feet, pulling Ella up with him. Together they ran through the winding hallways and back to the console.

Ella ran into him with a quiet grunt of protest as he slid to a stop in front of her.

"What?" he asked incredulously, squinting up at one of the screens. "That can't be right."

"What?" Ella asked quickly, following him over to the controls.

"We've landed."

"So?"

"We were parked. Well, good as parked. Well, floating, suspended in deep space. But the point is," he told her, "we were not moving. No fixed destination. We shouldn't be anywhere, but we are." He scratched his head. "Impossible. Defences are all up, every thing's reading normal. We're just here!"

"Here? Where is here?" Ella interrupted.

"I don't know." He looked down at her, expression stuck somewhere between a mischievous, excited smile and a worried frown. "Want to check it out?"


	11. Chapter 11

**A/N: Thank you for the reviews. Guest, I won't always be able to update every day, but I hope this makes you happy! Also, I'll be going out of town soon and Internet access will be limited, but I will be writing while I'm gone hopefully so you can expect some back-to-back updates when I return in about a week. Anyway, I'll try to post another chapter before I leave, but in case I don't, this is fair warning! Enjoy!**

The Doctor didn't wait for an answer from Ella before he started dancing around the controls animatedly, glad for the interruption and the distraction. Ella's revelations weren't entirely surprising but it still managed to shock his system. Seeing so clearly what she'd been through, hearing the terrible label she'd been forced to bear undeservedly—brainwashed into believing she did deserve… it was enough to shake him, to make his blood boil and his hearts break.

He needed time to think of a way to prove his point to her, to show her that he was sincere and right about this. Showing. That would be the key. In the meantime, maybe an adventure would prove a beneficial distraction for her too. Maybe she could forget things for a little while and just live in the moment. All of this, he thought of in a moment, whirling around the room, long brown coat fluttering behind him and hair wild.

"Normally," the Doctor began, breaking the silence and flipping a few switches as he walked over toward the door, "I'd know where we are, but the spacial timerometer seems to be jammed." He held up a hand to stop Ella before she could get to the door. "Better to be safe," he explained, turning to another monitor. "Readings seem to be alright though. Average atmosphere, oxygen levels are alright, gravity's good. Should be safe. Well, safe-ish. Earth-ish too, actually." He wobbled his hand in the air in a noncommittal gesture. "Still don't know what brought us here and that could mean… trouble. Better stick close."

Ella nodded, managing to just barely follow his rambling. "Okay," she said finally, giving the door a pointed look.

"No wandering off," he told her with a frown. "I should really come up with rules, some kind of orientation, parenty… suff," the Doctor added, mostly to himself. "And I'm not finished with that conversation we were having," he said seriously, feeling the need to remind her.

Ella cocked an eyebrow. "I'll probably break them," she warned him.

"That's alright as long as you try not to for the most part. For today let's try no wandering off and follow my lead," he said with a little smile. "And don't get hurt," he added, entirely serious. "That one's the most important."

"Whatever," she said flippantly, folding her arms.

"Well," he said, straightening first his glasses and then his tie. He turned his attention back to the doors. "Let's go."

He offered Ella his free hand as he placed his right hand on the door. "For safety," he said, wiggling his fingers. To his surprise and happiness, Ella complied, placing her small hand in his.

Quickly, he pulled open the door and stepped outside, careful to keep Ella behind him. He shielded his eyes with his hand, a bit blinded by the sun shining directly in his eyes. In his peripheral he could see Ella doing the same. While he was still unable to see clearly, he made out several sounds. They were equal parts familiar and unwelcome. Creaking leather and rubber soles, carefully controlled breathing, the shifting of nervous bodies and stiff fabric, and worst of all: the sound of guns being cocked.

"I said Earth-ish," the Doctor told Ella when his vision finally cleared. "What I should have said is that we landed on actual Earth itself. Apparently." He gave the group of soldiers surrounding them an appraising look, frowning.

"The Doctor and his companion will come with us to UNIT HQ," said one of the soldiers, a young woman. She lowered her weapon and stepped forward, face stern. Her dark brown hair was pulled back into a crisp bun.

"UNIT?" Ella asked quietly, hazarding a glance up at the Doctor.

"Unified Intelligence Taskforce," he explained, grip tightening on her hand slightly. "Not exactly bad guys, but not always good ones either. Bit too fond of shooting first and asking questions later for my taste."

"I will advise you both to remain silent," said the woman.

"Miss—"

"Captain," she corrected sharply.

"_Captain _Alexandra Clark," the Doctor finished reading her badge.

Captain Clark gave a stiff nod.

"Lead on, then," he said. "But I would advise _you_ to have your men lower their weapons. I don't appreciate being held at gunpoint. It's not like I'm armed anyway—you've already scanned me."

She hesitated, but nodded again. "At ease," she commanded.

"Better," the Doctor said, following her down what appeared to be an airport runway. He looked around, taking in the obviously military buildings and airplane hangers. "I suppose the breach and reprogramming is partly my fault. Silly me, thinking deep space and a few lesser defenses was enough to keep me safe. _But_, and this is a rather big but, last time I checked," he began, scratching the back of his neck, "UNIT didn't have the technology to locate, capture, or direct any spaceships let alone my TARDIS. So, just how did you do it? More stolen alien equipment? How'd you do it?"

Ella just followed along quietly, taking everything in and occasionally glaring up at the big men with guns.

"We didn't bring you here, Doctor," Captain Clark told him. She stopped at the largest of all the buildings they had seen so far. Big, gray, and imposing, it towered over them, blank and featureless. She quickly swiped an ID badge before leaning in for a retinal scan. The door slid open with a quiet sigh of compressed air and heavy metal.

"Then who did?" the Doctor demanded, growing impatient.

Clark led them through the AC-chilled building, past a myriad of cubicles and desk jockeys all of whom were clicking away at their computers, paying the newcomers little attention. Still not answering the Time Lord's question, she brought them to an lift and dismissed all but two of their armed guards. She inserted a key into the wall of the lift, revealing a new set of buttons. Selecting the lowest one available, the car began its descent.

"I'd really rather not have to ask again, Captain," the Doctor said, keeping Ella close and away from the soldiers.

"Everything will be revealed in due time."

He snarled. "And the TARDIS? Where's she?"

"Where she was," Clark told him as the lift slowed to a stop and the metal doors opened, revealing a large, open room with sterile white walls and laboratory equipment of all kinds. A few white-coat-wearing scientists bustled about here and there, but the room was empty for the most part. "The TARDIS will be left on the runway, untouched," she promised, stepping out onto the floor.

The Doctor frowned, thinking that sounded too good to be true. "And us?"

"I'm simply following orders, Doctor," Captain Clark told him. "Though I must say," she added, cracking a small smile. "It is an honor to meet you, sir."

"Hmmm," was his only response as he brushed past her a toward what appeared to be their destination. A large white door with a silver handle. He opened it.

"I was the one that brought you here," came a voice from inside.

The Doctor relaxed slightly. "Jack," he said, opening the door fully to reveal the slick Captain in all of his grinning glory. "Ella, this is Jack Harkness," he introduced.


	12. Chapter 12

**A/N: I'm back! That means a new chapter! While I was gone I managed to plot the rest of this adventure (the next 3-4 chapters) and write this chapter. I hope you enjoy it!**

Jack led them into a poshly decorated office with a large mahogany desk and leather chairs. Darkly finished bookcases lined three of the walls, each full of books. It was such a stark contrast from the painfully sterile and cold lab-like atmosphere outside that it took Ella a moment to adjust.

Jack pulled the Doctor into a quick hug. "It sure is good to see you."

The Doctor smiled. "It's good to see you, too, but," his expression shifted into something more serious and he shoved his free hand into the pockets of his coat, "I don't appreciate being threatened."

Jack nodded. "I know, I know." He shrugged. "Eh, UNIT, they get a bit carried away. I told them the guns were a bad idea. Guess they didn't listen."

"What are you doing with UNIT anyway?"

"Consulting, but we'll get to that later, okay?" Jack's smile returned. "Sit, sit," he insisted, rounding the desk to take his own seat.

Ella remained standing, stubbornly ignoring the friendly insistence of Jack. She slipped her hand out of the Doctor's as he sat in one of the seats across the desk from Jack. She migrated over to one of the bookcases, watching Jack out of the corner of her eye as she pretended to examine the books, creeping slowly closer to the stranger.

She took in his American accent, slicked back hair, cheesy smile and bright eyes, long military coat and slacks. The Doctor knew him and seemed to like him alright, but he had brought them here and Ella wasn't sure what to make of that. Inconclusive as to whether or not he was a good guy, Ella decided to stand back to wait and see, and to possibly investigate.

"Glad to see you're not alone, Doc," Jack said. "Who's your friend?" he asked, gesturing at the little blond girl with a curious look.

The Doctor shifted his attention from Ella to Jack. "Oh," he said, making a face. "This is Ella, my…" he floundered, uncertain and leaving the sentence hanging. He glanced at Ella.

Ella idly wondered what he had been about to say when Jack spoke up again.

"Hi," he said, swiveling his chair to face the girl, "I'm Jack Harkness," he held out his hand to her, smiling.

"Oi," the Doctor warned out of habit.

Jack rolled his eyes. "Easy," he said, tone amused. "I'm just introducing myself."

Ella's eyes narrowed slightly, face scrunching in confusion, not understanding the exchange. She stepped to shake Jack's hand, using the opportunity to pick his pockets before retreating back to the bookcases again.

"Kidnapping children now, Doctor?" Jack asked, only partly joking.

The Time Lord frowned behind his dark-rimmed glasses and cleared his throat. He wasn't sure how to answer that question. Technically, the answer would be yes, but things were complicated… Anyway, it wasn't like he was the one that needed to explain himself right now. "You brought me here for a reason, Jack?" he asked, changing the subject. "And I really must know how you managed to do it." He crossed his right ankle over his left knee, Converse-clad foot bouncing impatiently.

Jack nodded, shifting gears. He pulled his vortex manipulator out of a pocket of his coat that Ella hadn't been able to pick. "You remember this, don't you?" he asked, tossing it onto the table as he explained how he had manipulated the manipulator into locking onto the TARDIS and pulling it to Earth.

Ella moved closer to get a better look at the device. Already committing it and its name to memory, she moved on to scheming of a way to when Jack slipped it back into his pocket.

"So, why am I here, Jack?" the Doctor asked, leaning back into his seat, leather squeaking quietly. Ella moved to sit beside him, watching Jack closely. She put her hand into her own coat pocket, toying with the things she'd pilfered from Jack.

"Well," Jack began, propping his feet up onto the desk, "that's a bit of a long story, Doc."

"You know me; all I've got is time," the Doctor said, voice unexpectedly thick. He cleared his throat.

"First off," Jack started, picking up on the Doctor's melancholy and jumping into his narrative, "we're in Ohio. This is one of UNIT's secret bases, just outside of Cleveland. They use corn for camouflage here. Oh, and the year's twenty-thirteen."

Ella was only half listening as she continued to sort through the items she'd pickpocketed from their host. There was a leather wallet, full of cash, a few plastic cards, and loose coins. Boring. Next there was a set of keys. Those had the potential of being interesting if she could sneak away and explore. But what really had her attention was something she couldn't identify.

It was small and round, only about the size of a quarter and metallic. One side was domed, smooth everywhere except for a couple of spots that seemed to be like buttons of some kind. The other side was flat in some placed and ridged in others.

Ella was so engrossed in what she was doing that she didn't tune back into the men's conversation until she heard the Doctor speak up.

"So, people started disappearing six months ago. First one every seven days, now it's one ever ten hours," the Doctor paused to check his recap of the facts with Jack. "You said UNIT took over investigations and brought in good old Jack Harkness, who brought in me, but _why_? People go missing every day—unfortunate but true. I can't fix everything. People to see, places to go, planets and civilizations to save. Busy." He waved his hand as Jack tried to interrupt. "I know you said these people were smart with genius IQs and all, but that doesn't explain why you need me. Humans are quite capable of causing and sorting their own mischief, last I checked.:

The Doctor sat up suddenly, hands clapping the tops of his knees as he uncrossed his legs and his feet hit the floor. "_Unless_," he started up again, eyes and mouth open wide. "Unless you suspect it isn't human at all.

Jack nodded. "Bingo."

"You have proof?" the Doctor asked.

"Yeah, right here, Jack told him, digging through first one pocket and then another. "Somewhere," he added, frowning in confused frustration.

"What's this?" Ella asked, stepping forward. The little silver device she had stolen from Jack was in her outstretched hand.

Jack and the Doctor turned on her, expressions horrified as they realized what she had.

"Ella," the Doctor said, trying to keep his voice calm. "I need you to give that to me."

"Why—ow!" Ella cried out in surprise and pain, dropping the little device. "It cut me," she said, looking at the palm of her hand, which was bleeding.

The Doctor scooped up the silver thing and dropped it onto the table, face contorted in disgust.

"What is it?" Ella asked, moving involuntarily closer to the Doctor.

"Cyber technology," he told her grimly.


	13. Chapter 13

**A/N: Thank you all so much for the reviews! I hope you enjoy this chapter! And yes, there will be more fluff (and angst) coming soon!**

"It's an ear piece to be exact," the Doctor said, scowling at the little device. "I've seen these before," he added with a dark look. "Mostly just good for mind control, brain scans, the like. Never seen them cutting before. That's new. Branching out." He stopped himself, whirling to face Ella as he remembered. His face contorted in concern. "Oh, Ella," he said sadly. "Let me see?" he couldn't help the hint of questioning hesitancy that crept into the sentence. His relationship with Ella was still quite delicate and she was unpredictable.

Reluctantly, Ella stepped forward, holding out her injured hand. A small 'X' of skin was gone from the center of her palm, where the ear piece had been resting. The Doctor made soft shushing noises as he took her hand. Carefully, he rubbed his thumb over the mark to smear the blood away so he could better examine it.

The Doctor pulled out his sonic screwdriver, scanning first Ella's hand and then the cyber ear piece. He checked the readings and smiled, still on edge but relieved. Closing Ella's hand, he clasped it in both of his, patting it gently.

"Doc?" Jack asked, interrupting the quiet.

"She's fine," the Doctor answered. "You're fine," he repeated to Ella. He patted her hand and then let go before she could start to pull away. "It didn't implant anything. Just took a blood sample and a skin graph. Ran a low level bioscan, too." He scratched at the back of his head, squinting. Suddenly, he flicked out the sonic again. He scanned himself and then Jack. "It scanned all of us," he said, checking the reading. "Only sampled Ella…" he trailed off, thinking. "Sampled Ella…"

The Doctor stood up quickly.

"Doctor?" Jack prompted again.

"Those people; all those missing people. The only thing linking them together?"

"Their intelligence," Jack supplied, feeling a bit lost. "All of their IQ scores were over one-fifty."

"Their intelligence, yes!" the Doctor said, practically pumping the air with his fist. "Oh, you're a bit more clever than last we met, eh?" he asked, squatting until he was on eye level with the piece of cyber tech. "Don't you see?" he asked, peering up at Jack.

"Not really, no," Jack said, folding his arms.

"Cybermen, they're always doing whatever it takes to survive; adapting. Well, adapting as much as a hunk of unfeeling cybernetics can. But they can only go so far without a little intelligence. They're looking for brains; they're be selective for now. Must be in limited numbers, reduced conversion capabilities. For now. They're lacking the brainpower for some reason."

"It scanned all of us but only sampled her?" Jack asked.

The Doctor nodded. "Yeah, they're being selective. Scan first, sample promising individuals, then harvest."

"Why'd they only sample her?"

"Oh, well, they scanned me and I'm not 'compatible' and you…" he trailed off, wincing.

Jack laughed. "Just missed the IQ mark, I suppose," he said good naturedly. "But her?"

The Doctor nodded, turning to Ella. "I said you were clever."

Ella scrunched her nose a little, uncertain how to respond.

"You mentioned scanning, sampling, and then _harvesting_," Jack interjected, frowning.

"Yes—wait. No. _No, _there will be no harvesting," the Doctor said, jaw firm. "I'm going to stop them."

Jack smiled. "Good! Let's get started then."

"How long has it been since the last kidnapping?" the Doctor asked, snatching up the cyber ear piece and popping it in one pocket. Taking Ella's hand he headed out the door.

"About eight hours ago," Jack said, jogging to keep up as the three of them quickly walked through the sterile lab-like room.

Ella glanced up at the Doctor, deciding to allow him to hold her hand for now. She was just trying to keep up with the Doctor's swift gait and with the whirlwind of events.

"That means someone's about to be taken, correct, Captain?" the Doctor asked, sonicing the door and leaving the building. Alarms blared behind them as they stepped, blinking, into the sunlight.

"Yeah, but—"

"No time to lose. Do you have a list of the remaining geniuses in the surrounding area?"

"Yeah, but—" Jack tried again, picking up speed until he was able to maneuver in front of the Doctor. Blocking the man's path, he stopped.

"But what, Jack?" the Doctor asked, tone impatient.

"If you're right," Jack began.

"And I usually am," the Doctor supplied.

"Then we already know who their next victim is likely to be, don't we?"

The Doctor's eyes widened slightly. "Stupid!" he mumbled to himself, smacking his forehead with his free hand.

Both men turned on Ella. The little girl glared back, shifting uneasily from one foot to the other. "Me," she said simply, understanding.

"Yeah," the Doctor said slowly, mind racing. He pulled the cyber ear piece out of his pocket suddenly and began to pace. "It took a sample and transmitted the results back to some central base of sorts. If I can reverse the signal, I might be able to trace it back to that base; the place receiving the scans and information and making all of the calls." He released Ella's hand to fish his sonic screwdriver out of his pocket once more. Fiddling with the device, he began rambling again. "I need to be able to boost the signal and get a clearer trace. As it is, with the fire walls and dampering built into the ear piece itself, I'm not able to get a strong enough signal." The Doctor continued his pacing and fiddling, mumbling to himself about settings and cyber tech. "Mobile?" he asked Jack.

"Yeah, I think I've got one on me." Jack patted his pockets, frowning when he couldn't find his phone.

"Here," Ella said with a resigned sigh. She surrendered the flip-style cell phone she'd pickpocketed from Jack as they were exiting the building.

"Thank you," said the Doctor. "We'll discuss the pickpocketing later," he warned Ella as he pulled the back off the phone. "Ah, here we go," he said, cracking a smile. He aimed the sonic at one of the buttons on the ear piece, his device emitting a high-pitched whine until the backing for the ear piece cracked and fell away. He pulled out a few of the wires and worked them into the phone, sonicing both devices. "Bingo!" he stood still just long enough to consult the screen of the cell. "This way!" he shouted, grabbing Ella's hand and taking off.


	14. Chapter 14

**A/N: Enjoy!**

"Where are we?" whispered Ella. She glanced over at the Doctor and then Jack. The two men were crouching and she standing between them, all of them hiding behind a crumbling concrete barrier. Ella stood up on her tiptoes, peering over the edge of the makeshift wall at the scene just below them, down the slight hill.

"Some sort of abandoned warehouse," replied Jack, also whispering. "Just outside of Elyria."

"Always warehouses, isn't it?" quipped the Doctor. "Something about big, empty, abandoned buildings made of metal appeal to bad things." He was fiddling with his makeshift tracker again, only glancing up at his companions occasionally.

"Apparently," said Jack. With a groan, he turned, sliding to his seat and leaning against the wall. "How much longer will we be waiting, Doc?"

"Oh, not too much longer. Well, just until dark." The Doctor glanced up at the sky. "Two hours give or take," he added.

Jack groaned again.

"Best get comfortable, Jack," the Doctor said distractedly. "You, too, Ella." He looked up and offered the girl a smile.

Following Jack's lead, Ella sat, drawing her knees up to her chest and resting her chin on top. "What exactly are cybermen?" she asked quietly.

The Doctor either didn't hear or pretended he hadn't. He kept making adjustments to his tracker and mumbling to himself.

"Robot men," Jack whispered, leaning toward Ella conspiratorially. "Sort of. They've got human brains and a basic humanoid design, but everything is made of metal and cybernetics. They're monsters. No emotions or imagination, just this all-consuming need to survive at all costs. They're always destroying or 'deleting' everything that gets in their way." He shook his head sadly. "And they can't just be happy being miserable themselves—not that they have any feeling or concept of happiness and misery anyway—they want to convert every human into being like them."

Ella listened, soaking in all of the information. "Why do they need intelligent people now?" she asked after a long moment of thinking.

"Must be in a jam," Jack replied. "See, creativity and imagination and inventiveness is pretty much destroyed when they 'upgrade' normal humans into cybermen. They're a lot like zombies really," he said thoughtfully. "Sure they're alive. Kind of. But they might as well be dead. They'd be _better off_ dead. Imagine not ever feeling anything. No pain or sadness, no love and happiness. Nothing. Just cold, empty nothing. Forever." He pinched the bridge of his nose. "They must be pretty desperate to be specifically hunting certain people, trying to become smarter I guess," he said, changing the subject.

"Oh," was all Ella allowed herself to say. She was deep in thought, turning over everything Jack had told her. _Cybermen_. The word itself was cold and impersonal. Like them, she supposed. Like her. Or at east like what she wished to be. The Doctor had made clear the chink in her armor; the fact that she did care just a little and it hurt. She shook her head, dispelling those thoughts, unwilling to think on them just now.

Suddenly, the Doctor turned, sitting up a little so he could peer over the top of the wall. "What's this now?" he said mostly to himself.

"What?" asked Jack. He turned and started to sit up to look but stopped when the waved for him to sit back down.

"They're moving. The cybermen are coming out already." The Doctor sounded puzzled as he watched the events unfolding below them.

"How many are there?"

"Ten, give or take a couple," the Doctor said reluctantly.

"Well, is it giving or taking?" Jack demanded.

"Definitely giving," the Doctor said, falling back into a crouch and turning away from the wall.

Jack turned and took a look for himself. He turned away quickly. "Give or take a _couple?"_

"A few," the Doctor amended.

"There's fifteen of them down there!"

Ella looked between the two men, standing. Leaning over a little, she shifted on her feet, feeling uneasy. "You said they wouldn't do anything before it got dark," she said, bracing herself against the concrete barrier. Its rough surface scratched against her already damaged palm.

"I was wrong," the Doctor said, snarling slightly. "It happens sometimes." He ran a hand through his hair quickly, mussing his already wild brown locks. He moved to look over the wall again. "Ah, I should have known," he said, sinking back to his seat.

"What is it?" Jack asked, face creased with worry.

"They've got their own tracker," the Doctor began. "Oh, and the cybermen are nothing if not efficient; ruthlessly efficient." He ran his hand through his hair again. "They monitor their victims, track them. They're changing up their timetable because of convenience. Don't you see?" He pointed to Ella. "We brought her here and they know it. They've been tracking her and they just can't resist getting her now while she's so close," he finished with an ironic sort of smile. The expression fell and he shook his head. "Stupid, stupid," he mumbled to himself, hitting the side of his tracker.

"What do we do?" asked Jack.

The Doctor began searching through his pockets, digging around desperately. Finally, with a triumphant grin he pulled out a plain gold ring from one of the deep pockets of his large brown coat. "Biodamper," he explained. The Doctor held out his hand expectantly. "It should mask your bio signature," he added, placing the ring on Ella's slender ring finger. It was too large and hung loosely on her finger, threatening to fall off with ever slight movement. The Doctor frowned.

Ella took off the ring and placed it on her thumb where it fit more snugly. She gave the Doctor a questioning look.

He nodded. "Thankfully, their technology is rather generic. They don't care anything about appearances so they don't scan for that. Point is; they don't know what you look like. They'll be looking for you though and they'll figure it out if they find you, understand?"

Ella nodded slowly. "Yes. Won't they know I was here?" she asked.

The Doctor looked away and nodded. "Yes. You need to leave." He turned to Jack. "Take her with you and the two of you go hide. Don't go back to the base. They've been tracking her since they sampled her. They know where she's been and they might check there. Take her into town. Keep her safe," he instructed. "Ella," he began, turning to address the little girl, "go with Jack. He'll keep you safe while I take care of the cybermen."

Brow furrowed, Ella shook her head, blond curls bouncing. "No," she said firmly. She didn't like the idea of letting the Doctor out of her sight. Or going away with this man she didn't know. She wanted to stay with the Doctor.

"This is no time to argue. Just do as I say. Everything will be fine and I'll be back with you before you know it," the Doctor said.

Ella scowled, but didn't argue anymore.

"Hurry!" the Doctor urged. Taking Ella's hand, he placed it in Jack's. "Run!" he whispered urgently.

Jack jumped to his feet, pulling Ella along with him. "Come on," he said, looking down at her to offer a hopeful smile. "Everything will be fine. He knows what he's doing."

Ella didn't answer. She risked looking back at the Doctor, who was still working on his tracker. Just over the top of the wall, she could just make out the silhouettes of what looked to be huge men, completely made of silver colored metal. Their figures glinted in the failing evening light. She shivered, turning away.

She struggled to keep up with Jack. His longer legs raced ahead of hers, his long black coat billowing behind him. But he slowed whenever he felt her falling behind, giving her hand a little reassuring squeeze.

"Everything will be fine," he repeated as they reached the edges of the town.

Suburbia's reaching arms lay spread around them as the country divided into neat blocks full of rows of neat houses with neat yards. Their plain but brightly colored fronts greeted the pair. All of the shutters and doors were closed tight, uninviting. Ella looked around curiously as Jack slowed his pace. She pulled her hand out of his, an idea already forming in her mind.

"I've got some friends around here," Jack said, pulling to a stop at an intersection. He looked up and down the uniform streets. There was no traffic. "Let's see," he said thoughtfully. "Jane lives around here somewhere." He glanced up at the street signs. "This way," he decided, holding his hand out for Ella's again. "Ella?" he said, turning.

The little girl was nowhere to be seen. "Ella!" he called, jogging back the way he'd come. He swore, pinching the bridge of his nose. "The Doctor's going to kill me."


	15. Chapter 15

**A/N: I'm so glad you've all been enjoying the story! I hope you enjoy this chapter as well! Your reviews keep me going!**

Having scoured the area for Ella and come up empty handed, Jack headed back toward the Doctor. He dreaded the conversation that was to come. Even though he wasn't entirely certain who Ella was or what she meant to the Doctor, he could see how much the Time Lord cared about her. If he were being honest, he'd started to care for her too. As much as you can care for a kid you just met, anyway.

Something about her tugged at the immortal man's heartstrings. She had a look in her eyes that was similar to the Doctor's. A kind of guarded wariness, a history of being alone. Maybe he'd get the chance to get some answers about the little mystery girl soon. He shook his head. Really, he was just hoping they'd find her again and soon.

Running a hand through his brown hair, Jack picked up his pace, jogging until his coat billowed out behind him. "This is bad," he muttered to himself. "This is really bad."

* * *

The Doctor was still where Jack had left him, but the cybermen were nowhere to be seen. The Doctor was standing now, apparently unconcerned about being seen. He was looking around intently, his back toward Jack.

"Where'd they go?" Jack asked, stopping a few feet away from the Doctor.

"Ten turned around and went back to their new warehouse abode. The rest," the Doctor said, stressing the last word, "just left. Took one look at me and marched off to who knows where. I don't like it. Don't like it at—" he cut himself off, turning to face Jack. "Jack?" he asked slowly, squinting at him. "What are you doing here? You're supposed to be far away from here."

Jack shifted uncomfortably on his feet, putting his hands into his coat pockets. He looked down.

"Jack, where's Ella?" the Doctor demanded, voice urgent and strained. He stepped forward.

"She ran off."

"You were supposed to watch her!" The Doctor was shaking his head now.

"I know and I did, but then she disappeared the minute I turned my back. I looked around, but I couldn't find her," Jack said.

"No, of course not. She's good at hiding." The taller man rubbed the back of his neck, studying the ground with the kind of misguided intensity that suggested he was interrogating the cracked blacktop for answers.

"I'm sorry," Jack apologized. He didn't know what else to say.

"First thing's first," the Doctor announced, looking up with renewed vigor, "We find Ella and destroy the cybermen."

"Yeah, and how do we do that?" Jack asked.

"I've got my sonic. I coded Ella's DNA to it so I could find her, I can find her again."

"Great," said Jack, his typical grin beginning to reappear.

"Not great!" cried the Doctor, slapping his own forehead. "The biodamper. I put a _biodamper_ on her." He threw up his hands. "They can't track her, but _I_ can't track her either."

"But there's got to be something—anything—we can do, Doc."

"Not without risking exposing her to the cybermen. If we can find her, they can find her and we don't want that." Rubbing at his jaw and pacing the Doctor suddenly came to a halt. He had always hated choices like this where the stakes were high and the results were unpredictable.

"Time's wasting," the ex-time agent warned. "We've got to do something quick."

"We'll have to focus on the threat first," the Doctor said, hating the words. "It's the only was I can guarantee Ella will be safe from them."

Jack nodded sharply, a quick, military gesture. He understood.

"Here, take this," the Doctor said, shoving the mutilated mobile and cyber tech combination into his friend's hands. "I need you to plant this inside the building. As close to the center as possible. It's a sort of signal scrambler with a bit of wibbly wobbly thrown in. Point is; it should managed to short out the communications systems and with enough exposure it will hopefully destroy their weapons. That's what it's supposed to do anyway," he rambled.

"Sounds great," Jack said with just a touch of irony, already beginning to walk around their concrete shield and head for the warehouse.

"I'll meet you back here after I've tracked down the others," the Doctor called, jogging off in the direction where he had seen the five cybermen disappear.

* * *

Ella had gone quite a bit out of her way, running through the darkening streets of Ohio. She needed to find the Doctor. Even if she wasn't entirely comfortable with it, the Doctor had suddenly become very important to her. He blazed into her life and flipped everything upside down, and he made her feel safe. _Safer_ than she had ever felt before. She wanted to be with him. Being sent away, even for her own safety, hurt, and the thought of something happening to her new-found guardian… Ella shook her head, effectively stopping that train of thought.

Sliding to a breathless stop, the little girl pushed a few loose curls from her face and looked around, reading the unfamiliar street signs. The cybermen, their warehouse, and the Doctor were all behind her. In running away from Jack she had also run away from her intended destination. This was intentional on her part. If Jack was half as intelligent as she was giving him credit for, he would follow her first away from the Doctor and then, giving up, return to the warehouse.

Now, Ella faced the challenge of finding the Doctor without being found by Jack first. She turned left, hurrying down the quiet residential road with her thin shoulders slumped forward, looking mostly at the ground as she walked. Counting off roads, Ella determined that four blocks was far enough out of the way to start heading back toward the Doctor.

Ella wasn't paying much attention to her surroundings. Instead, she wondered why she was going back to the Doctor at all. It would be so easy to just bolt and run away. She was intelligent, used to being alone and surviving on next to nothing. It wasn't like she needed anyone. Ella could easily start a new life all by herself.

Running to a large city like Cincinnati or Cleveland or Atlanta even, she could do as she liked. With her intelligence, a good plan, and dubious morals, she could craft the kind of life she had daydreamed about in the Asylum with Dave. She had always hoped to one day carve a name for herself; to either die young and fade into anonymity or to rule an empire of her own and go out in infamy. Years of being alone, abused, and bitter… the little girl had had lots of time to think and fantasize.

But now… she was considering throwing away this chance at unfettered freedom for the second time to stay with the Doctor. She still couldn't come up with a satisfactory answer for why.

Consumed with her thoughts and past musings, Ella didn't hear the mechanical hum, the hiss of compressed air, and the clink of metal behind her until it was impossible to ignore. She turned, eyes growing wide at the sight before her.

Up close the cybermen were huge, a sort of living monument to brute force, cold steel, and uniformity. Ella began backing away slowly, instinctively reverting to asylum behavior. She was hoping she hadn't been seen, that maybe by moving slowly and quietly she could just slip away. Her gaze darted to the side, looking for viable escape routes, but dark houses and imposing fences blocked every path. The cybermen had left her no real escape.

The three massive figures continued to march unhurriedly forward, forcing Ella's retreat. Panicking slightly, the girl spun, sprinting off in the opposite direction only to come to a screeching halt as two more cybermen appeared in front of her.

"You will come with us," one of the new arrivals grated out in a horrifyingly inhuman voice, its mouth slit and teardrop eye sockets glowling blue as it spoke. "You will be upgraded."


	16. Chapter 16

**A/N: So sorry for taking so long! I hope you enjoy this chapter! Reviews make my day! Just a little heads up: I'm going to be out of town next week so that means the next chapter will a bit slow in coming. Anyway, I hope you're enjoying the story. **

The Doctor was close on the heels of the cyberman, racing through the streets. He held his tracking device out ahead of him as he ran. He thought he was close anyway. Turning down a disconcertingly familiar looking road, the Doctor slowed. Tapping on the screen of his homemade tracker, he spun in a circle, squinting in confusion.

"That can't be right," he said to himself, glancing up at the street sign. "But it is," he added, consulting his tracker again. Something on the screen was flashing wildly, indicating that the cybermen were close—this very street in fact. He looked around. Suddenly, he spotted a flash of light, the weak streetlamp's light glinting off something metallic.

Bounding over in a couple of long strides, the Doctor knelt to examine the object. "Cybermat," he snapped, picking up the rundown piece of cybertech. But what was a scout doing out here, alone, batteries dead, discarded? Where were the cybermen?

He was so engrossed in examining his find that the Doctor didn't even know what hit him. Stunned by a blow to the back of the head, he pitched forward as his vision dimmed.

"Ugh," was the Doctor's inarticulate moan as he came to later. His head was killing him, throbbing out of control. He scrunched his brow, trying to recall how he had gotten here. And where was here anyway?

The back of his head seemed to be the source of the soreness. The Doctor tried to reach his head only to find that his hands were bound behind his back, nearly numb. Opening his eyes, the Doctor craned his neck to squint at his surroundings.

The lighting was weak, sifting in through a few skylights in the metal ceiling, motes of dust drifting lazily in the air. It was difficult to make much out just by looking. There seemed to be a few crates and boxes scattered around, obstructing most of his view. He turned his attention to his current predicament.

Aside from his hands being tied behind his back by some sort of rope, he wasn't bound. He was propped up against a cold, metallic beam, sitting on an equally chilly concrete floor. Shaking his head, he pulled up his last memories before unconsciousness. Running, looking, the cybermat… "Oh, you're good," he said aloud to the empty room. "Stealth mode, very useful." There was no answer.

Frustrated and hurting, the Doctor, leaned back against the support beam gingerly. He looked heavenward and closed his eyes. He needed to get free, to take care of the cybermen and find Ella.

As if on cue, there was a shuffling sound just ahead accompanied by the rhythmic stomping march of cybermen. The Doctor sat up straighter, trying to get a view as soon as possible but the crates were in his way. "Hello," he called with forced cheerfulness. "Coming to upgrade me or delete me today? Still haven't worked out a binary vascular system have you?" he taunted. "No, of course not. Now, come on, give me your speech and get on with—" his voice caught before he could finish his sentence and he swallowed hard. "Ella?" he asked, voice hoarse.

The little blond girl appeared in front of him, stepping out into the space between two stacks of crates. Her arms were folded over her chest, looking off to the side, a few wild curls falling in her face. Ella didn't look at the Doctor.

"Ella, what are you doing here?" the Doctor asked, trying to get up, sit up, go to her—anything.

"She will be upgraded," came an inhuman response. A cyberman stepped forward behind Ella, placing a powerful hand on her delicate shoulder.

"Oh no you don't. She will not be upgraded!" the Doctor replied, face flushing angrily.

"She will be upgraded. She is compatible. She is needed," the cyberman grated out.

"Needed? What do you mean needed?"

"They need someone intelligent apparently," Ella said, wrenching her shoulder out of the cyberman's grip. "They tried adults but they need a malleable, young mind. They need mine. They crashed here in some kind of a survivor pod… ship… thing."

"Our numbers are insufficient, our equipment is damaged, our ship is damaged," interrupted the cyberman.

"Just upgrade yourselves, make repairs," the Doctor said exasperatedly, eyes glued to Ella. "Oh!" the Doctor realized suddenly. "You've lost all connection to the main cyberlink. You have no instructions, no plan B or backup."

"We have our objective."

"Which would be?" the Doctor fished.

"To survive," Ella answered, still avoiding looking at the Doctor. "They know they need new minds to adapt some sort of new cybernetwork so they can adapt and survive."

"Ella," the Doctor said, tone taking on an even more worried edge.

"They said I'm compatible," she started, shaking a few strands of hair from her face.

"Ella, you're not like them," the Doctor pleaded, straining forward. "You're not a sociopath. These," he paused to jut his chin out at the cyberman, "these are real sociopaths."

"I know!" Ella spat angrily, hugging herself even tighter. "I wish I was," she added in a near whisper.

"Emotions are an unnecessary weakness," the cyberman interrupted. "We will free her from them."

"Ella," the Doctor said softly, "you don't want to be like them. Emotions are good; they're important. They make life worth living."

"Before I met you I believed I was a sociopath and it made everything make sense," Ella started, shifting on her feet. "I was broken and different so it made sense that no one wanted me, that no one cared. And it didn't matter to me because I didn't care. I didn't want to feel anything." Green eyes met the Doctor's brown ones, searching, accusing. "Then you came—" Ella's voice broke and she looked away again. "Nothing makes sense and everything hurts."

The Doctor watched as a single tear slipped down Ella's pale cheek and he struggled against his restraints, somehow scrambling to his knees. "Ella." He didn't know what else to say. He wanted to say so much but didn't know how.

"We will upgrade you," the cyberman said, its emotionless voice cutting through the silence like a knife. "No more of these trivial distractions. No more fear or sadness—"

"Or joy or love or awe," the Doctor cut in. "Ella, emotion's hurt. I know better than most but they're worth it. I've loved and lost and mourned and raged. You take the good with the bad and it is worth it. The cybermen have nothing. No creativity or passions, no love or kindness, no inspiration. Think of your paintings; there would be no more of those. No chance of anything better. Ella, I want to make your life better."

"She will be upgraded," the cyberman repeated. The machine grabbed Ella by the hair and forced her to face the Doctor. There was a metallic looking crown around Ella's head, hidden for the most part by her hair.

The little girl shifted on her feet, wincing. Tears were gathering in her eyes as she looked at the Doctor. "It's too late," she whispered weakly.

"That's something you'll have to learn with me, Ella, it's never to late."


	17. Chapter 17

**A/N: Sorry for taking so long! I got back from my trip and was exhausted and ill so I had to put off writing for a couple of days. Finally finished this chapter today. Hope you enjoy it!**

"You will be silent," commanded the cyberman, tightening its grip on Ella.

"I don't think so," the Doctor countered. "You want to know why?" Without skipping a beat, he continued. "Because _I _have a plan and it includes talking." He tried to offer Ella a reassuring wink but it was only half-hearted. He was panicking, grasping at straws, utterly desperate.

"You will be silent," the robot repeated with the closest thing to anger or impatience that an unfeeling, unemotional, sociopathic cyberman could muster.

"Oh shut up," the Doctor said exasperatedly. "I'm busy." He looked around wildly, trying to pull a plan out of thin air.

"Doctor," Ella called out.

The Time Lord snapped to attention, looking over at the little girl. The silver crown around Ella's head had begun to glow blue and it was emitting a low-pitched humming sound. It was powering up, preparing to work whatever evil it had been created to do.

"Think!" the Doctor demanded of himself, eyes roving the unfamiliar piece of cybertech for any hints as to its purpose and workings. With inhuman speed he picked out its details. There were no surgical tools for cutting or stabbing. The material was just a bit off, not the harsh bright silver of the cybermen's suits, something a little bluer and softer suggesting it had a less physical purpose, psychic perhaps. The lights embedded in the crown were slowly brightening, charging for something.

Still thinking fast, the Doctor applied all of his knowledge to these observations. The cybermen had been capturing intelligent humans, harvesting their knowledge, upgrading them and themselves, he assumed. What had they discovered? What was it they thought they needed Ella for? What were they trying to accomplish right now? Wracking his brain, he turned over every word from Ella since he'd woken up here.

"You've lost all connections to the main cyberlink…" the Doctor said aloud. "You need an intelligent, malleable mind—You keep talking like you've made her a promise," he said, eyes locking onto the empty tear-shaped eye holes of the cyberman. There was something niggling away at the back of his mind, trying to force the tiniest of connections. He was hoping they really did mean something. "You talk like you've arranged an exchange, like you're doing her a favor… Is there just a hint more human in your speech patterns now?" He smiled a little as the cyberman shifted on his feet. "Oh, you've been studying and learning; replicating. You're borrowing from the humans you've been kidnapping. Using them to help your own cause has its downsides, I imagine. You were lacking speech patterns when you crashed here."

"Our speech was impaired," the cyberman reluctantly admitted. "We learned and upgraded ourselves."

"So you've borrowed that, have you? But now you need what? Intelligence? No, you're looking for ideas. But not just ideas either! You want the _ability _to come up with ideas." The Doctor allowed himself to smile a little as his brilliant Time Lord mind made connections at dizzying speeds, jumping form thought to thought. "You've hooked her up to that thing, hoping to harness her imagination, her young, malleable mind to rebuild what you think you're still missing, but what you don't realize is that what you are now is all you ever were meant to be. You aren't _missing_ a purpose or a grand objective. You're missing a bit of memory, I'd bet, but no, you're not missing the ability to form ideas. You've gotten a taste of it, hungry as you were for information, trying to fix yourselves and survive, but you've ventured just a little beyond cyberman tech now. You're trying to replace something you never had, something you were _never meant_ to have."

"Silence!" shrieked the cyberman. "We will harness her imagination and we will upgrade ourselves."

"No!" crowed the Doctor. "Oh, yes! You've opened up a link with Ella now in this attempt of yours, but that's the thing about links; they're a lot like doors. Information, ideas, commands… they can all flow both ways and you've just hooked yourself up to one of the brightest humans I've ever met."

The cyberman's grip on Ella tightened and then relaxed slightly as the robot's posture shifted into something static and immobile. "And you're on an automatic schedule in preparation for the link up," he said happily. "You won't be able to do much physically while the link is open, including listen or react. Fantastic."

The Doctor turned his attention to Ella. "Ella, listen to me, this is very important, okay? In a moment the new cyberlink between the cybermen here and your mind will open. They're wanting to use your imagination and intelligence to improve themselves, but first they'll have to get your consciousness out of the way." His face grew sad and serious. "They're going to try to break you so they can get what they want, but there's an upside to this," he promised. "They've underestimated you. They're planning on you to make this easy, to fight back primally and not for long. They don't expect a counter attack, they haven't planned on it or they wouldn't be opening this link in the first place; it's too risky."

"What do you want me to do?" Ella asked, forcing herself to be brave even as she could feel an intangible _something_ trying to pry its way into her thoughts.

"I need you to be very brave and very strong just like I know you are," the Doctor told her evenly, an encouraging smile on his lips. "I need you to let them in just a little and once the door is open, I need you to force yourself through the link and into their minds."

"What am I supposed to do then?" she asked, fighting back panic.

"I need you to think very hard. You're a very strong girl, Ella. You survived Dave and the asylum, you can make it through this. And more importantly than thinking, I need you to _feel._ I need you to show them what emotions are like, how vital they are. Show them what happiness is like and make them feel pain. It won't be easy," he added, brown eyes empathetic and knowing. "The strongest emotions will be ones attached to personal memories, real events and the like. You'll have to think about those."

Ella nodded, not liking the idea but willing to try anything in order to fix things, to escape the fate of the cybermen.

"Good girl. The cybermen aren't equipped for emotions, they have a blocker for them because otherwise the pain would kill them, but once you're in their minds, in the link itself, you'll be able to force an override."

"Doctor, I'm scared," Ella whispered as the _thing_ searching for access into her mind got more insistent, causing a sharp and physical headache.

"I know," the Doctor said sadly, soothingly. "You can do it. Just prove to them how strong and important emotions can be." He watched, straining at his restraints in spite of himself, as Ella closed her eyes and allowed the cybermen into her mind.


	18. Chapter 18

Eight-year-old Ella closed her eyes and focused, dropping her guard enough for the prodding presence of the cybermen to gain entry into her thoughts. She could feel them there, their cold, dark, empty thoughts. They were full of an inhuman desire and hunger that she could physically feel and it chilled her. Suddenly they were in her mind, automatically shifting from hesitant to brutally persistent as they forced their way into her mind, rifling though her memories and picking at her consciousness.

Barely aware as she physically crumpled to the ground, Ella started her counter-attack, delving through the cyberlink that had been opened in her mind. She could have sworn that she gasped, somewhere in the depths of whatever this space was. She was in the minds of the stranded cyberman, able to call up any data she stumbled upon in this virtual world as the combined consciousnesses of her attackers pillaged her own mind.

She seemed to be standing in the center of some vast blue room full of bright light and metallic surfaces. It was overwhelming and unexpected. Ella wasn't sure what to do or think, but after a moment, the Doctor's words came back to her. She needed to feel, she needed to remember. Just as lost as she had been less than a moment before, Ella now had a plan that she was certain would work even if she didn't know the technical stuff behind what she was about to do. The Doctor had given her simple enough instructions, after all.

Memories—painful, happy, sad… they would be the key to winning this. All she had to do was think and feel. Easier said than done, thought the girl that had grown up believing (and wishing) she was a sociopath. Ignoring the distractions swirling around her consciousness, Ella dove into her own memories.

_She was alone. The first memory of Ella's short life and the thing she most clearly remembered was being alone, the oppressing, overwhelming, crushing weight of it. The room was small and dark and she was crying._

_At just a couple of weeks over two years old, the memory was more filled with emotions than facts, sensations and feelings rather than details which were fuzzy. She didn't know how to verbally communicate how cold and afraid she was, that she needed someone. Need. It was something she understood and remembered clearly. Standing on tiptoe, pulling herself up on the rail of her crib, Ella cried for someone to come and comfort her, to turn on the light, to hold her._

_An immeasurable amount of time passed and still no one came. Her well of tears eventually ran dry. Her sobs quieted into soundless whimpers. Finally, exhausted, Ella lay down. Pulling the blanket over her shoulders, she curled up on her side and grew still._

Ella pulled out of the memory, resurfacing in the cold blue hive mind of the cybermen. She detected a slight shift in the atmosphere. The cybermen seemed to be splitting off a small part of their attention to focus on her. Everything around her felt as if on razor blade-sharp edge. She plowed on.

_It was summer. The muggy air seemed to stick in Ella's lungs, superheated as she was by the mid-afternoon sun. Sitting out in the disgusting heat, she should have been miserable, but she wasn't. Instead, pressing back against the rough trunk of a pine tree, Ella could feel the huge smile spreading across her face and tugging at her features as she looked down at the treasure in her lap._

_The laughter of the other children filtered through the open window of the group home and out to Ella, but she wasn't paying attention. She pulled up a piece of grass and twirled it between her fingers, trying to tease the kitten curled up in her lap into playing. She'd never held something so small, so young. This kitten was hers. Even Mrs. Winters had said so. Ella couldn't believe it._

_There were other, less pleasant thoughts popping up in the back of Ella's four-year-old mind, but she did her best to ignore them. She had seen Mrs. Winters and Mr. Winters whispering and pointing, she had observed the sneers of the other children… Ella was far more observant than they and far too intelligent not to know that there was something different and wrong about her kitten, but right now she didn't want to care. Right now, Ella was happy._

Ella pulled out of the memory, heart still swelling with the warm residual feeling of her happiness then. Slowly she readjusted to her cybertech mental surroundings. She was getting noticed, she could tell. The cybermen were growing uneasy, turning more of their attention towards her as they were hit with her memories and forced to feel what she felt. They seemed confused and uncertain, continuing on in their plundering of her mind with stilted movements. Ella ignored them and picked out another memory.

_Her eyes were shut tightly. So tight, in fact, that pinpricks of light appeared and danced across her dark eyelids. She was shaking, body curled up tight like a spring. One hand was clapped firmly over her mouth. Try as she might, Ella couldn't rein in her ragged breathing or runaway heartbeats. She was certain he would hear her._

_Unexpectedly she gasped a little behind her hand as footsteps sounded out in the hall. Berating herself, Ella tried to be silent._

_This had been a bad idea. She had known even as she picked the lock on her bedroom door that this was a terrible idea. As she snuck out of her room and crept down the hall on bare feet, the consequences had crossed her mind. But hope was a powerful motivator. A powerful, dangerous, traitorous motivator, she thought now with disgust as she cowered in the supply closet._

_Hope. She had been hoping to escape, that if only she could get out of her room she would somehow be able to get out of the asylum. Logically she knew the chances were slim, but she had been so tired and angry and beyond herself that the risks had seemed small and the infinitesimal possibility of getting away had seemed worth the worst of punishments._

_She hadn't been free of the confined of her white-walled cage before Dave had realized she was missing. Now he was hunting her down. Ella could see in her mind's eye the upward curve of his thin lips, the dark sparkle in his gray eyes. It was enough to make her shudder, knowing how pleased he was with her failure, her futile attempts at escape. He always was. He would hunt her with the toying patience of cat stalking a mouse in a maze, knowing that all escapes were barred, knowing full well how superior his physical powers were to hers, knowing that the outcome was certain to be in his favor. It made her stomach churn sickly with the suspense of it. She refused to acknowledge how afraid she was._

_Logically, Ella knew that things would be better for her if she came out of hiding now and walked up to Dave like a lamb to slaughter. The suspense would be over and she would at least get to rob him of the hunt. But the instinctual fear of punishment kept her pinned firmly in place, hope still dancing in the back of her mind. Being caught would mean being face to face with her tormentor. Being caught would mean getting slapped around and locked in solitary, Dave's disappointed looks and condescending speeches, more tests and experiments. Being caught would mean being restrained._

_The tests and experiments might be the worst part, just barely worse than being restrained. There was no telling what kind of mind games Dave would engineer as punishment, or what drugs he might deem necessary to treat her with. Ella couldn't stand the thought of more pills, never knowing if they were placebos or something that would alter her mind._

_Ella tucked her chin against her chest and curled up tighter, body shaking violently with fear. She'd been refusing to acknowledge how terrified she was, but now there was no denying it. Ella was scared._

Ella surfaced from the memory, already knowing how things went from there. She could feel her adrenalin pumping, fight or flight response working overtime. She could sense that the cybermen were feeling it too, teetering uncertainly as they were around the edge of her, still bent on their task but struggling to cope with the unfamiliar emotions overriding their systems. Hoping it was working, Ella chose another memory.

_Ella was so angry. She circled her room wildly, like a caged animal that had been provoked and teased beyond itself. Pulling at her hair, she paused, only to glance at the door and seethe._

_They were gone. Every last canvas was gone. All of her art supplies were gone. Dave had given them to her, let her paint and enjoy, let her grow comfortable. She should have known better, she berated herself. Now Dave had come and taken them all away, promising to burn them._

_She threw herself against the door and fell in a heap on the cold linoleum, shaking with murderous rage with no outlet to release it on. Everything she'd worked so hard on, the only things she had grown attached to were now gone. Nothing but ashes._

Ella could feel the anger coursing through her veins as she came up for breath. The cybermen had dropped what they were doing in her mind and turned all of their weighty and agitated consciousness on her. They seemed to be regrouping as if they had been physically buffeted by the strong waves of emotion roiling off of her. Simultaneously encouraged and worried, Ella picked one last memory—a recent one—as the cybermen began to assault her consciousness directly.

_The Doctor was there, standing in doorway of her room on the TARDIS. Ella was safe and warm beneath a fluffy blanket, her hammock swinging gently. The Time Lord was smiling kindly at her, hair sticking up at odd angles, his hands in the pockets of his blue pinstripe suit. His long brown coat was hanging down to his ankles. Ella found a smile spreading over her own sleepy features as he told her goodnight. She was safe and warm and happy—amazingly, unusually happy._

Something sharp and painful interrupted the memory. The cybermen were lashing out. Ella ignored them and went back to her memory of being happy, delving back into the overwhelming sense of peace and joy. This emotion, surprisingly to her, seemed to be the strongest and the one the cybermen reacted most violently against. Ella hoped it was enough.

The last thing she remembered was that happy scene with the Doctor as the cybermen in her mind began to scream. Everything went black and Ella thought no more.


	19. Chapter 19

**A/N: Sorry for taking so long! Life's been crazy! Thank you all again for your support! I hope you enjoy this chapter!**

The Doctor sat, helplessly straining against his restraints as Ella let the cybermen into her mind. He watched, hair wild with emotion and face contorted into a taunt grimace. Ella's green eyes squinted shut and an unnatural frown stole over her childish features.

He couldn't stand this. He felt so useless, a gnawing despondency weighing in his gut like a concrete block. What tore at him most now as he watched Ella's face crease in pain, was the worry that he had sent her to her death, that she might not survive this. Little Ella was so afraid of her own emotions. What if she wasn't able to use them to fight off the cybermen?

The Doctor lunged forward again, uselessly. He couldn't lose her. Not today. Not ever. He had promises to keep, wounds to heal, and a Universe to show her.

And Ella was strong. He reassured himself that he hadn't been lying when he had told her that she could do this. She could. She _would._ She had to. The Doctor gave a fierce nod, a new, steely spark finding its way into his ancient eyes.

"Surprisingly," he mumbled to himself, "there is always hope."

He focused on Ella again as the symptoms of deeply-felt emotion crept over her countenance. The look of all-encompassing grief was almost more than the Time Lord could take, but he knew it was necessary even as he pulled at his restraints, wanting to wipe the tears from Ella's pale cheeks.

She could do this, he reminded himself. He straightened his back and squared his shoulders against the metal post pressing between his shoulder blades, wishing his sonic was in his hand and not in his long coat, tossed halfway across the room. What he needed to do now was pull himself together and start on a plan. He was good at plans; the King of Plans, even. No, that was a rubbish title.

The minutes dragged by, punctuated by the loud, double rhythm of the Time Lord's heart. He still hadn't come up with a plan. He was too distracted, too frazzled, too helpless. Being very securely tied to a post and separated from his sonic made most plans impossible.

He tried not to watch Ella too closely, only glancing up at her face occasionally, finding a new emotion there each time. He fixed his eyes on her now, feeling defeated. On her face, he saw the most peaceful, happy expression yet, and he felt hopeful again.

Suddenly, Ella's face when slack and she whimpered just an instant before crumpling to the floor like a rag doll that had been tossed aside. The Doctor's trainer-clad feet scrambled for traction as he tried to propel himself up and free, without success. And then the silence was broken. The cybermen were screaming. It was a blood-curdling, bone-chilling sound. It meant Ella had succeeded.

But the cybermen weren't going without a fight, the Doctor realized with horror. One by one, the screaming, shaking cybermen awoke and trudged toward Ella, the source of their pain. Their suits of armor were smoking, unable to take the emotions that were ravaging them. The Doctor knew that they would blow any minute, but was powerless to rescue Ella.

Then, there was a figure appearing through the smoke and the cybermen and scooping up Ella, shooting any cyberman that got in his way.

"Good ol' Jack!" cried the Doctor.

"Yeah, it's me," replied the American, shifting the unconscious burden in his arms as he made his way over to the Doctor. "Would have been here sooner, but they shot me. I may be immortal but death is still no picnic, you know." Jack laid Ella down gently and moved quickly to free the Doctor.

Finally able to do what he wanted, the Doctor took Ella's still form into his own arms, holding her tight against his chest. He planted a kiss on the top of her blond head.

"We've got to get out of here," he told Jack, yelling over the sound of the cybermen to be heard. "Grab my coat!"

The cybermen made a feeble attempt to pursue them, but they were weak. Falling to their knees and then their backs, their screaming rose in pitch and volume until finally the first one exploded.

The Doctor and Jack ran, exiting the warehouse as quickly as possible and not stopping until they were out of the parking lot and on the other side of the street. It didn't take long before all of the screaming had stopped, all of the cybermen had blown up. Their ship, the escape pod they had arrived in, blew next. The explosion busted the warehouse open like a can of biscuits. The whole place was engulfed in flames.

Leaning against the weather-beaten side on an empty old house, the Doctor slid down to his seat, careful not to jostle Ella.

"What is that thing?" Jack asked, moving to pull of the silver crown that was still around Ella's head.

"Don't," said the Doctor. "They used it to link her into the cybernetwork. It could be dangerous to remove it and sever the link that way if it's still somehow open." He held a hand out for his coat and laid it over Ella, pulling his sonic screwdriver out of an inside pocket first. He scanned the crown and sighed with relief. "It's safe to remove," he said.

Jack leaned over and carefully removed the device. He looked it over once before tossing it away with disgust. "Hey, Doc, is she alright?"

The Doctor's frown deepened. All of Ella's vital signs were close enough to normal, she should be awake, but she wasn't. He was concerned. "Ella," he said, ignoring Jack's question, "I need you to wake up, understand? You have to wake up."

Nothing. Ella's breaking remained steady but shallow, her heart rate a little elevated. There was no movement, no sign of consciousness. The Time Lord shut his eyes, rocking. All of the possibilities, the ways the cybermen could have hurt her ran through his mind.

There was movement in his arms, the kind of barely noticeable shifting of limbs that comes from changing from unconsciousness to wakefulness. He stilled, opening his eyes to look down at Ella. Her eyelids fluttered for a moment and a soft moan escaped her lips before her brilliant green eyes locked on his.

"Did it work?" she asked softly. "Everything's okay?

The Doctor couldn't help the manic giggle that bubbled out of his throat. He nodded, squeezing Ella tighter, shifting her so that she was sitting up a little more. "Yes," he said, planting kiss to Ella's forehead. "Everything is okay." He kissed her forehead again, brushing the hair from her eyes, savoring getting to hold her close and knowing it wouldn't last. She'd come to herself and push him away in a moment, but that was okay too because it meant she was alright. They had time.


	20. Chapter 20

**A/N: This is the final chapter in this story. First of all, I want to say thank you so much to all of you for all of your support and encouragement. I hope you've enjoyed reading this story as much as I have enjoyed writing it. Secondly, I want you to know that Ella's adventures with the Doctor are not over. The sequel can be found on my profile under the title of: "A Series of Firsts" or here: .net(slash)s(slash)9622292(slash)1(slash)A-Series- of-Firsts. **

"Sure you have to be leaving so soon?" asked Jack. He pushed his hands into his pockets and looked between the Doctor and Ella.

The Time Lord nodded, scratching at the back of his head. He and Ella had spent the last two days helping Jack and Torchwood clean up the mess of the cybermem, but it was time to go. "Yeah, time we went home," he said, jerking his thumb over his shoulder at the TARDIS. "We've got quite a bit of firsts to get through, I think." His brown eyes glanced down at the mass of blond curls beside him. A fond smile pulled at the corners of his lips. "Time for a little domesticity, right, Ella?"

Ella looked up, thoughtful for a moment before nodding and smiling a little shyly with a glance at Jack. "The Doctor's going to teach me about _everything_," she said with enthusiasm. "And show me the Universe, eventually," she added with a little more skepticism, giving the Doctor a pointed look.

He sighed. They'd been over this before. Yesterday, actually. "I think we need a little time first to get used to our new normal," he said.

He knew he was a bit rusty with children, having lost his own so long ago, but he did remember enough to know that Ella needed some stability. She needed time to learn that their new life was real, that it and he were both here to stay. Not to mention the parenty and childish stuff they needed to establish. Like rules and bedtime stories, healthy eating habits and swimming lessons, learning to argue and learning to makeup. Ella had never had a real family that loved her and it had been so long since the Doctor had allowed himself to hazard forming such deep attachments that he knew they needed time.

And there were the scars. The physical, mental, and emotional scars that Ella carried. It would take time and patience to overcome those, to heal. The Doctor so desperately wanted Ella to be happy, to love him and trust him, to be safe, but he wasn't naive. There were demons in his little girl's past that stood in the way of those things.

Until all of those things could be sorted to some degree, the Doctor wasn't too keen on letting Ella out of the TARDIS. Running away and hiding came as second nature to her and the Universe was full of dangers for anyone, let alone an eight-year-old little girl. An occasionally _suicidal_ little girl, he thought grimly. No, the TARDIS was home and she would keep Ella safe. There was more than enough to do and explore inside the infinite blue box while they worked on this family thing.

"You don't want to stick around for another adventure?" Jack tried again. "Another crisis is bound to crop up in a few days." He laughed.

The Doctor nodded, smiling. "I'm sure," he said a little ruefully. "We've got a pretty big adventure ahead of already, right, Ella?" he asked. It was strange, he thought, how quickly it had become second nature to want to include Ella in the conversation, just to want her opinion, to hear her talk. It was fascinating to watch the thoughts flicker over her face in unguarded moments when she spoke candidly.

"What's that?" she asked, face scrunching slightly in question. There was a mix of apprehension and curiosity there in her features.

"Life," he said. Domestic life for a bit to be exact. Haven't done much domestic in ages." He squinted his eyes thoughtfully. "We have a lot to learn about each other," he added, realizing how little he knew about this little girl he'd adopted as his and how little she knew about him and the TARDIS. Goodness, she probably thought he was human. And why shouldn't she? He hadn't said anything about it and humans looked Time Lord. He shook his head, clearing away the litany of thoughts that threatened to take over. Yes, he decided simply, lots to learn.

Jack had been watching the Doctor and could read some of his expressions. He laughed, loud and hearty. "Good luck," he said. "I think you're both going to need it." He shifted his feet, hating letting them go, saying goodbye. But it was time. "Well, I guess it's goodbye for now," he said, taking a step back. "See ya soon, kid," he told Ella with a little wave. "Bye, Doc."

"Bye, Jack," Ella and the Doctor said in unison, causing each of them to look at the other with a little shared smile.

Nodding, Jack took a couple more steps back before turning and striding across the military base's runway, back to the TARDIS.

The Doctor cautiously put his hand on Ella's shoulder. She had been far more tolerant of physical contact since the death of the cybermen, but she never seemed entirely at ease with it so he was careful. He was pleased when she leaned against him ever so slightly before they both turned and went into the TARDIS.

With a creak, the worn blue door shut. Within moments the TARDIS began its familiar hum. There was a new, barely perceivable quality to it, something warm and happy about the grating, forwards and backwards sound filling the TARDIS and echoing over the runway as the old blue box dematerialized and disappeared, taking her inhabitants—her little family—onto their greatest adventure yet.


	21. First Proper Dinner Pt 1

**I am so glad that you all enjoyed Ella's first adventure with the Doctor so much! This is the first chapter of a series of firsts. I was originally going to have this series posted under a separate story but noticed that not everyone had managed to make the transition to following the sequel. For everyone's convenience, I decided to move the series of firsts into this original story and just continue everything on here for simplicity's sake. I hope that this is agreeable to everyone. I apologize for any confusion this may cause and I hope that the content of the chapters makes up for it. If you've already read what was posted under A Series of Firsts, go ahead and skip to Chapter 23 for a new chapter. Thank you and enjoy! Reviews are always appreciated.**

The Doctor had decided that tonight they would have an actual, sit down dinner together; their first proper dinner as a ragtag little family. Ella was in her room, getting ready, while the Doctor dashed about in the kitchen attempting to cook. Typically, he would have let the TARDIS take care of all of the preparations but he wanted this dinner to be special and he wanted a hand in making it.

And that was why he was swearing under his breath in Gallifreyan as he ventured to open the stove with a grimace. He closed his eyes tightly as smoke billowed out. "Well, that's definitely two buses and a cab from good," he said to himself, pulling out the pan of some unrecognizable pile of smoldering goo. "Yeah, definitely not good." Quickly, he tossed the whole mess, pan and all, into the bin.

Whirling around on the toes of his faded Converse trainers, he turned to the cabinets, searching them quickly for anything edible that came in a box, ready to eat and looked like it might appeal to a finicky eater. He grabbed several packages of food and tossed them onto the counter. Give him banana daiquiris to make any day, but regular food? He shook his head. No, the TARDIS would be in charge of all future meals, he decided. Or they could get take. Take out was good.

"I'm not really hungry," came a voice from the doorway. Ella stepped into the room, all dressed up in a pair of gold, sparkly jeans, a dark purple tunic, and bare feet. She gave the smoking bin a quizzical look but didn't ask. Instead, she wandered over to the circular table, looking a little uncertain. Running her hand over the circles that were words, she sat.

"You have to eat, Ella," the Doctor said, trying to sound stern. It was hard to be stern and happy at the same time. He decided to change tactics; maybe distraction would work. Like a magic trick, maybe he could divert her attention long enough to somehow get her to actually consume food. "What if we took our dinner to your favorite room and had a picnic?" he asked, smiling.

Ella looked up sharply. "Yes," she said, eyes dancing and arguments forgotten. She jumped up and flitted over to the counter. "This is what we're taking?" she asked, pointing to the boxes of random foods on the counter.

The Doctor nodded, a little embarrassed. "I tried to…" he trailed off, gesturing lamely at the bin.

"I like this," Ella said, seeming not to notice his failure as she picked up a box of Captain Crunch cereal and tucking it under her arm. "Where are the bowls?" she asked, scooting around the Doctor to get to the cabinets.

"Up here," he said with relief. He opened on of the higher cabinets before she could climb up on the counter and do it herself. Handing her two bowls, he moved to find the drawer with the spoons. "And these are here," he told her, pointing.

Ella nodded, glancing his way for a moment before going back to perusing the selection of ready to eat foods on the counter. "Can we have these?" she asked, pointing to a box of biscuits and another box of chocolate-covered cakes.

The Doctor grinned. "Sure, whatever you like. We might need something healthy," he remembered to add, turning the the part of the kitchen that served as a refrigerator without actually being one. Grabbing a couple of carrots and bananas, he presented them to her with a flourish.

Making a face, Ella eyed the food with obvious loathing.

"Aww, come on!" said the Doctor. "You've got to love bananas! Bananas are brilliant!" he enthused. "Always take a banana to a party," he added seriously.

Ella giggled in spite of herself. "Okay," she said, taking one of the bananas. With her boxes of cereal and sweets, she headed for the door.

Pausing for a moment, the Doctor rummaged around in the kitchen until he had collected a few other fruits (some Earthly and some not), a loaf of bread, some jam, a couple of plates, and some extra silverware and started to follow the little girl. He had to backtrack to retrieve a picnic blanket, the red and white checkered fabric fluttering behind him as he ran to catch up with Ella.

Meeting up with her at the door to their dining room for the evening, he pressed the button to open the door with his elbow. He smiled happily as Ella trotted into the room and onto the beach, bare feet sinking in the synthetic sand. Ahead of them lay a small ocean, its rising and falling surface going on as far as the eye could see under a light blue sky. Hints of pink were beginning to tinge the horizon even though there was no sun to set; the room was lit by a special kind of glowing air and didn't require additional lighting. The Doctor had shown Ella to this room the day before in lieu of taking her to the pool, which he seemed to have temporarily misplaced. He'd noticed how much she liked it instantly.

They dumped their boxes and sundry packages onto the soft white sand, where it was dry and a safe distance from the gently rolling waves. Together they more or less managed to spread out the blanket and arrange their items. The Doctor distributed the plates and bowls and silverware, and divvied up the food. He knew that they needed to talk, and they would, but first it would be nice just to be together and enjoy the beach.

"Let's eat," he said, peeling a banana and digging in, pleased to see Ella do the same. "Then we can talk."


	22. First Proper Dinner Pt 2

**A/N: There are some possible ****trigger warnings for mentions of child abuse and an easting disorder.**

Dinner had been going well. The Doctor scarfed down his food with his usual zeal, devouring a couple of bananas, a bowl of cereal, and a carrot. Even Ella ate, tearing into all of the colorful boxes of sweets and picking at their contents. A stolen bit of something chocolate here and a mouthful of sugary cereal there. The Doctor could tell that she tried not to look too pleased with the banana he'd given her, but she gave herself away when she consumed the whole thing. It was a good meal even if the food wasn't particularly healthy. Ella was relaxing, being childish. She even flashed him a quick smile and a laugh when he accidentally squished a cream-filled cake while trying to open the infernal packaging it came it. White icing went everywhere, splattering on his pin-striped suit and clumping in the sand. It was worth it, though, for that laugh.

Conversation had been light as they ate. The Doctor explained some of the functions of his sonic screwdriver, pointing out some of its more intricate details and letting Ella fiddle with it for a little while. Then they chatted idly about the water, molecules, and the makeup of synthetic sand, before moving on to talk about maths and science, literature and history in small doses. The Doctor used the conversation as an opportunity to see what kind of education she had received. It turned out that her knowledge was surprisingly deep in some areas and virtually nonexistent in others, but her ability to grasps concepts was remarkable. There was definitely hope there.

At some point the conversation had faded into something akin to a companionable silence as they munched their food and dug their toes into the sand. Each of them to the opportunity to examine the other, putting together what they could without asking questions.

The Doctor wondered what Ella must think of him with his unruly hair and pinstripe suit, the glasses he wore just because they were cool and the faded Converse that were well worn from running across alien planets. Would she think him funny and strange? Crazy? Trustworthy? Kind? How much could she learn about him just by looking? How much did she already know? Her expression was unreadable as she looked him over, small fingers systematically crumbling a Jammie Dodger and scattering the crumbs among the sand.

He watched Ella, trying to deduce her the way Sherlock would. She was unusually small for her age and dangerously thin, all sharp angles under her loosely fitting clothes with only a little baby fat to soften the features of her pale face. Malnutrition was obvious. Her insistence that she was never hungry and abhorrence of food suggested an eating disorder; her desperate attempt to control something in an oppressive world where nothing was in her control, where she never felt safe—an act of rebellion, too. He tried to think clinically, to gather information without letting too much emotion in to cloud his mind, but it was hard. He didn't want to see, didn't want to know, to understand. But knowing was necessary and gathering information this way would be easier and more painless than trying to ask Ella about things like this. He sighed a little and moved on in his observations. The scars caught his eye again. The marks of struggling against restraints were clear upon her wrists and fading bruises were visible on her upper arms. The Doctor shook his head, knowing what had caused those. Under Ella's sharp green eyes, orbs of jade and smokey gray with a hidden razor's edge, were darkish circles, tinting pale skin with the signs of insomnia. He wondered suddenly if Ella had nightmares, if monsters terrorized her in the night even while she was here, even now that she was safe.

For a moment their eyes met, brown eyes ancient and sad, warm and kind and a little bit hopeful locked with questioning green ones full of wariness and fear with a spark of trust. The Doctor offered a smile, the lopsided gesture was meant to convey the things he didn't know how to say; "Everything will be okay" and "I've got you." The corners of Ella's coral lips rose slightly before she looked away, wild blond hair falling into her face. He hoped she knew what he was trying to communicate and that her smile wasn't due to food stuck in his teeth of something silly like that.

Enough thinking, the Doctor decided. There was so much both of them were ignorant about, so much they had to learn about each other now that they had somehow become family. The time for talking, asking questions, setting rules, and learning about each other was now. He opened his mouth. "I…" he trailed off, jaw snapping shut as Ella looked up at him and he suddenly realized he didn't know what to say. The Time Lord looked up, gesturing at the air with his right hand, propping himself up on the sand with his left. He crossed and uncrossed his ankles before crossing them again, still twirling his fingers through the sky, trying to pull words out of thin air.

Suddenly he was struck by an idea. If he was right—and he usually was—then this plan was brilliant if a bit painful. The Doctor gave Ella a quick smile before polishing off the last of his Captain Crunch cereal and milk. Without a second though, he tossed the bowl into the ocean. He caught Ella's look, one eyebrow raised in question and eyes skeptical. The Doctor grinned a little self-consciously.

"Yeah," he said, rubbing his hands together and then running his right hand through the hairs at the back of his neck. "I should mention that the TARDIS has an automated retrieval system for things like that. Things have a way of always making their way back to where they belong." He paused and frowned a little. "Well, I say always… they have a way of disappearing sometimes too. Silly old girl. Anyway, probably shouldn't toss rubbish into any real oceans, yeah? Littering is one of those universally frowned upon things. Some planets even shoot you for it. There was this one time—" he cut himself off, realizing he was rambling.

Ella giggled, shaking her head at him before throwing her own bowl into the water like a misshapen Frisbee.

Reminded of his plan, the Doctor picked up his spoon, examining it for a moment before using the handle of it to start drawing in the sand. He could feel Ella's eyes on him, watching the swooping movements of his hand intently. There was a moment when he sensed her shift, a sort of recognition causing the motions. He continued on with his task. Both of them were perfectly silent, the crashing waves and their quiet breaths the only disturbances.

It only took the Time Lord a few minutes to finish what he was doing. He threw the spoon into the ocean after the bowl and then wiped the sand from his hands. Ella leaned forward to examine his handy work and he watched her follow the big, interconnected circles, eyes pausing on the spots where smaller circles intersected the larger ones or where crescent chunks were missing. He could tell that she had figured out what it was. This was a perfect copy of the inscription on the table in the kitchen, copied from his memory. It was still a little painful for him to look at, but it was good, too. Something about it still held the power to make him smile.

Ella's eyes snapped up to meet his, lips parted in question, but she didn't ask. He'd already refused to answer her once, she obviously didn't want a repeat denial. Her shoulders were still, body coiled even as she pretended to be relaxed. Even as she tried to pretend not to care.

"You were right," the Doctor said, gesturing to the circles. "They are words. Modern Gallifreyan." He sucked in a quick breath, pulling the air in between his teeth. "That's the language of my people. Or it was. Ella, I…" he trailed off again. He knew he had to tell her, he had to explain that he wasn't exactly what she thought. He wasn't human. Not even close. How would she react? He didn't know and he was more than a little afraid to find out.

"I know," Ella said, surprising him.

"Know what?" he couldn't help but ask.

The eight-year-old rolled her eyes. "That you aren't human. Obviously," she tacked on with a tone of bored omniscience that would have made Sherlock Holmes proud.

"How?"

"Two heartbeats, double pulse. 'Sides," she added, a bit of a child's lisp peeking through, "your eyes are too old."

The Doctor was still too taken aback by her knowledge and calm acceptance of the facts to do much more than swallow and work his jaw in little aborted attempts to speak. Well, this was a better reaction than he had expected at least.

And suddenly he found that the tables were turned. He had been expecting to have to bribe her for answers and make confessions about himself. Now it was Ella conducting the seaside interrogation.

"A Gallifreyan, that's what you are?" she asked curiously.

The Doctor swallowed and nodded. "Yeah," he said, finding his voice again. "I'm a Time Lord from the planet Gallifrey."

"Are all Time Lords like you? Do you really look human or is this some kind of…" she waved a pale hand through the air, "costume?"

The Doctor laughed. "Humans look Time Lord, not the other way around. And this is my own skin, thanks. Any more questions?" What he had been planning to say could wait.

"How old are you?" Ella asked, voice a tiny bit softer.

He thought about lying then. "I'm well into my ninth century now. Linearly speaking. I've been to more years than that."

The little blond nodded. There was some reaction to the revelation, a flash of something that she experienced before processing the information and folding it away into the recesses of her mind. "How long do Time Lords usually live?"

"We have a way of cheating death that allows us to live almost forever." The Doctor couldn't keep all of the bitterness out of his voice. He decided now would be a good time to take control of the conversation. If he was going to go over all of this, he was going to go by his own plan. This informative conversation needed to work both ways, after all.

He cleared his throat. "I'll tell you what this says if you'll answer some of my questions," he said, pointing to the circles.

"Can you teach me to read it?" Ella asked, the razor's edge reappearing in her eyes.

She drove a hard bargain, the Doctor thought wryly. There were some worries that would come with teaching her to read modern Gallifreyan, and difficulties. It was an ancient and intricate language, but teaching her held its own appeal. The choice was easy. "Yes. And I will _if_ you'll answer all of my questions honestly."

Ella eyed him for a long moment, reluctant and torn. Her expression bore an uncanny resemblance to that of a puppy that has one tennis ball already in its mouth and is struggling to capture another that it desperately wants, but it knows it has to choose. It is a look of indecision because it doesn't want to let go of either. Ella didn't want to release her secrets to gain new and somewhat uncertain knowledge even if was appealing.

"To make it entirely fair, I'll answer all of your questions too, alright?" The Doctor offered, trying to bribe her into agreeing.

"Fine," Ella sighed, face going perfectly blank in anticipation. "Fire away."

The Doctor smiled, trying to be reassuring. "Tell me about yourself, Ella."

"That's not a question," Ella returned quickly, frail arms folding over her chest.

"No, I guess it's not," the Doctor acknowledged, trying to decide what to ask first. "When's your birthday?" he asked with a smile.

Whatever she had been bracing herself for, that wasn't it. Her surprise was obvious. "Uh, October twenty-fourth."

"Oh, good day that," the Doctor told her with a grin. "Annie Edson Taylor becomes the first person to survive taking the plunge over the Niagara Falls in a barrel, Orville Wright manages to stay airborne for nine minutes and forty-five seconds in a _Wright Glider,_ Harry Houdini has his last performance, which is not so good, _but_, he added hurriedly, "it's also the day when the first snapshot of Earth is taken from space by humans. Of course, other species have been photographing your planet for ages. And best of all, you were born." He smiled genuinely at her.

The Doctor had so many more questions but he hesitated. Maybe asking serious questions all at once wasn't such a good idea. Ella was sitting up stiffly, green eyes avoiding his as she braced herself for his next question. Continuing to smile he changed plans.

"There's no exact translation for this," the Doctor began, pointing to his words in the sand. "It's about my family. Because they're all gone, sometimes it hurts to be reminded of them." He rubbed the back of his neck and studied the sand for a moment, swallowing hard. "'The love of a family gives value to time and and a center to our universe. Without family we are wanderers, cast off, and time is robbed of its weight and its joy.' I've lived long enough to experience the truth of this saying." He smiled a little ironically. "I've been a wanderer for a long time since the Time War, when all of my people—all of my family—died. When we met I told you I ran around looking for trouble. I do. But… since finding you, it doesn't feel so much like wandering. Now that I have you, that I have a family again, it feels like it should, like traveling and adventuring. Wandering is such a lonely word and a lonelier feeling, being all alone, running without reason, just trying to find something to do, someone to save. I've had companions, people I traveled with and loved. Oh, I loved them very much, but they've all gone away now. But now I have someone to protect again, a family, a daughter." He smiled and the light of it reached his eyes. "I'm so glad you're here, Ella."

Ella's eyes had widened as she took in everything he was telling her. "I'm glad too. I don't like being alone." Suddenly, Ella turned her attention to the bag she'd brought with her to the beach, reaching inside to pull out a small canvas. The Doctor recognized it as the little painting she'd rescued from the asylum. "Here," she said after clutching it to her heart for a moment. "I want you to have it."

The Doctor took the gift with with the utmost care, flipping it in his hands so that he could see the picture. The painting was done in a style very similar to that of Vincent van Gogh with short brush strokes and creative use of color and layering giving it that impressionist look he was famous for. There was a dark sky, swirling with shades of the night, pinpricked by points of light. In the foreground was a hill in muted shades of green, a forest encroaching on the right edge of the painting. Down below and in the distance was a brightly lit little town, looking warm but closed of and faraway. What caught the Doctor's eye though and made his smile turn sad and sweet was the image of a little blond girl with wild hair, silhouetted on the hill, looking away and down at the town, and looking very much like the faceless girl from Ella's sad painting. But this time the girl wasn't alone. Unlike the rest of the painting which was a little faded from time there was new figure in still-glossy paint that Ella had just recently added in. It was a tall, lanky man in a long brown coat, hair sticking up at odd angles. He was holding the little girl's hand.

"This is beautiful, Ella," the Doctor said, looking up at the little artist. "I really love this."

"Thanks," Ella said quietly, shifting on her seat in the sand, a little uncertain what to do with the praise. "I—" she started but stopped, looking out at the ocean.

"Would you like to hold my hand?" the Doctor asked, setting the painting down carefully.

Ella turned to look at him quickly. She nodded, holding out her right hand. The Doctor to her hand and squeezed it gently before pulling her closer and wrapping his arm around her shoulder. To his relief, Ella leaned against him and relaxed, reaching up to hold his left hand with hers and fisting her free hand in his coat.

They had each other now and everything would be alright. They had time and time had more meaning. They could ask questions and learn as they went along. Improvisation was always one of the Doctor's strong suits. He smiled. It was still had to believe he had a daughter.


	23. First Time Meeting the TARDIS

**A/N: Here's the new chapter! I hope you all enjoy reading this chapter as much as I enjoyed writing it. It's really one of my favorites so far and I'd love to hear what you think of it!**

Ella awoke with a start, sitting up quickly. Sweat was beaded on her forehead, her heart thudded wildly in her chest, and hot tears were streaming down her face. It had only been a nightmare, she slowly realized, allowing the knowledge to sink in. A combination of all her waking fears and worries had mixed with memories of her past to torture her in her sleep.

Blinking at her surroundings, Ella began to accept them as the familiar features of her room in the TARDIS. Safe. Comfortable. _Home. _But still the tears fell and her slender body continued to tremble. She was haunted by the terrifying realness of her dream.

Out of the semi-darkness appeared a small light, a golden tongue of flame dancing in the air, about three feet from the ground and only barely out of Ella's reach.

Curious, Ella swung her legs over the edge of the hammock and leaned forward, hand outstretched to touch the spark. It glided forward an inch to rub the end of her pointer finger. The sensation was simultaneously blazing hot and freezing cold, but somehow not unpleasant. It slipped away, going out for just an instant before reappearing a few feet closer to the door.

Ella examined her finger which was tingling oddly but unharmed. Nightmare momentarily forgotten, she crept out of bed and followed the light, padding along behind the flame on bare feet. It always remained just a few feet ahead.

It led her to the console room which was unusually dark. Its coral-like pillars were shrouded in deep shadow, even the baubles and doodads from the console were dimmed and darkened. The little girl hesitated for a moment in the doorway, uncertain. The memories of her dream clawed back into her mind at the sight of the darkness. But the dazzling spark continued to twirl and dance just ahead, shimmering with what almost seemed like encouragement and expectation. With trepidation, Ella followed it to the dark and quiet console.

Slowly, the console began to glow from somewhere deep within, every crack and seam, every tiny space filling with warm golden light. As it grew, tongues of silent flame slipped out to join the first. At the start it was only one or two, soon it was thousands.

Ella took a step backward, captivated. The shimmering sparks began to swirl. Gold, red, orange, silver, white, all pulsing and whirling through the air. In the heart of the mass of living light appeared the figure of a woman, formed by the light and within it.

In awe, Ella watched as the figure came to be, created by the still-flickering and shimmering flames, giving her a look similar to that of an impressionist's painting come to life, each tongue of fire a brush stroke. The flames that formed her never ceased in their dancing and shifting, even breaking away from her for a moment to dance a few inches away before rejoining the rest. She was beautiful, her body tall and slender beneath her long gown of orange and red which hung gracefully off her shoulders. The fabric sparked and danced as she folded her long legs and sat, pale, glowing-burning feet peeking out from under the edge of her dress.

But what really captured Ella's attention was the woman's face. Heart-shaped with soft, round features she had an innate kindness to her. Her eyes were closed, long gold-burning lashes hiding her eyes. Long, wavy hair floated lightly around her head in an deep auburn halo, the ends swirling around her shoulders. Every inch of her burned with an intensity that was almost painful to look at.

Suddenly, her eyes snapped open and shone brighter than any light Ella had ever seen. The burning orbs fixed on the little girl.

"Hello," said the figure in a soft, rich voice that was infinitely intricate. In that one word was seamlessly woven birdsong and laughter, the crackling of lightning and a sorrowful cry. It sounded like all of life and time condensed and bottled into a melodious sound; a voice. A soft smile played on lips of molten gold. "Hello is so different from goodbye," she noted aloud, sounding amused. "Hello," she repeated.

"Hello," Ella said finally, mind reeling. She shifted on her feet, considering running away.

"Please stay," said the woman as if reading Ella's thoughts. She patted the metal floor beside her invitingly. "I don't want you to go."

Ella sat, drawing her flannel pajama-clad knees to her chest. She kept her eyes fixed on the apparition. Opening her mouth to ask a question, the woman cut her off.

"You were going to ask who I am and I am going to tell you that I am the TARDIS," she said, answering Ella's unasked question with a smile. "And you, human child—_time child_ now, are _my_ Ella."

Ella frowned slightly. The Doctor had mentioned that the TARDIS was "a little bit alive" but made no hints that the TARDIS could be like this.

"You have lots of questions and I have _all_ of the answers," the TARDIS seemed momentarily delighted, voice light and lilting, still infinitely complex. She turned a little more serious. "But we haven't that much time. Funny thing, time.

"I exist outside of time and deep within it all at once, rarely do I experience it like this, linearly. I am in the Vortex and I can see all of time and space at once, every possible future, every could be, should be, must be, cannot be. I see and experience it all. Everything. Past, present, future. I am in and of all of it always." She smiled at Ella.

"Oh, yes, I saw you. I heard you crying. All your life alone and sad. I saw your futures." The woman's features grew sad, lips curving downward, eyes dimming slightly. "You remind me of my Doctor. So sad and alone, smart and daring, creative and adventurous, so much potential for good and for bad." She paused to swipe her thumb across Ella's cheek, evaporating the tears and leaving the skin tingling pleasantly.

"My Doctor was very sad the day that I brought him to you. He was so sad and alone and dangerous. Like you. I saw all of the possible futures for both of you at that very instant in time and I saw what they would be together." Another smile. "You needed each other."

Ella listened carefully, her breathing becoming normal again and her fears forgotten.

"I know your fears and doubts, your past. You have nightmares that stalk you even here, so strong that I can't keep them away with psychic fields and you won't tell my Doctor about them. I hear you cry and I have come to talk to you now to relieve some of your fears. I shall take you and my Doctor to a place tomorrow where a cure for your bad dreams will be found." The TARDIS was smiling again, but her expression was tinged with sadness. "I cannot reveal to you everything that I see, but know that your nightmares are only that and you are loved. Love is like time, you know. It's forever and always and _strong._ It connects things and gives them meaning. Love is oh so very much like time. Beautiful words, both of them," she rambled.

"I know that this will not fix everything, that feelings and scars cannot always be healed in a moment, but I know that one day this helps make the future better," the TARDIS finished confidently.

Ella was crying again now. She opened her mouth to speak.

"You're not going to 'mess this up' and I will not leave you." The TARDIS wiped Ella's tears again.

"I think I love you," Ella said quietly, surprised by how much she meant it. The words caught in her throat. She'd never admitted to loving or caring about anyone or anything before.

"I know and I love you too, but our time," she laughed a little at the word, "is up. I am always here, my Ella, but this will be the time we talked." The TARDIS leaned forward and planted a soft burning-tingling kiss on Ella's forehead. "Goodbye!"

With that, the image of light disappeared just as it had appeared, the flecks and sparks of flame seeping back into the console's cracks. After a moment, the TARDIS' glass center cylinder began to glow again and the familiar _VWORP, VWORP!_ sound started up, continuing for a few moments before growing quiet as the TARDIS landed with a gentle shudder. Little Ella sat alone in the dark.


	24. First Alien Planet Pt 1

**A/N: So, so, so sorry for taking so long to update! But this time I do have a pretty good reason, okay? Take a look at my new avatar. See the little fuzzy guy in the picture? That's my new baby, Doctor Whoof (or Doc for short). He's a three-month-old American Miniature Horse and takes up a lot of my time and attention since I brought him home a few days ago. He also really enjoys chewing on my notebook which is not conducive to writing at all! lol Anyway, here is the new chapter! I hope you like it! Please excuse typos and errors, I'm posting it pretty raw in order to post it now rather than later. Ta!**

The Doctor woke, surprised he'd even been sleeping at all. Time Lords didn't require nearly as much sleep as humans and he was prone to additional insomnia. That meant he slept very little and not on a very regular basis. Mainly he stayed up and running as long as possible and passed out in workshop of the TARDIS between adventures. He pushed himself up from his slumped position over a table covered in electronic parts and tools, pieces of a project he was working on while Ella slept. A yawn stretched his mouth and he ran a hand over his lightly stubbled jaw.

Standing up, he wondered sleepily what had woken him. Suddenly, his mind filled with memories and emotions, reminding him that he was no longer alone on the TARDIS. Nice thought, that. But nice as it was to have Ella in the TARDIS, her presence was also cause for a rise in his concern. It wasn't just his own safety, or even that of one of his adult companions, he had to worry about. And that is why he was now far more alert and awake than he had been just a moment before. Something had woken him and he didn't know what.

With a sense of urgency, the Doctor grabbed his coat and his floral tie from the back of the chair where he had left them a few hours ago. Without further ado, he sprinted out the door and down the hall. He slid around a sharp curve in the hall way that hadn't been there the last time he had gone down this way. The TARDIS liked to mix things up on occasion. She enjoyed directing his steps even more.

This time the detour led him straight by Ella's room. The door was slightly ajar. The Doctor stopped, pushing the purple door open the rest of the way with his elbow. Ella's hammock was empty, the plush blankets tossed away and heaped in the floor. Ella's room was oddly dark, something Ella would never approve of. Her night light must burned out. The Doctor made a mental note to find her several more.

The Doctor darted out of the room and down the hall. His stomach was a pit of worry as he ran. Ella was so unpredictable and her emotional state so delicate that knowing she wasn't in her room instantly ratcheted up his concern. He didn't stop running until he arrived in the Console, bursting into the room.

It was unusually dark here too. The center glass cylinder in the middle of the console itself was the only source of light and it was only glowing faintly. Odd. Troubling. The Doctor began to worry about his precious blue box as well as Ella.

He didn't have long to worry. As soon as he was fully through the doorway the lights came back on. Illuminated as the room was now, the Doctor quickly spotted Ella. She was curled up beneath the console, slumped against it with her back to him. He glanced at the clock on the wall behind him. It was strange having to adjust to the TARDIS' timezone. Well, the fact that the TARDIS _had _a timezone, actually. It was three in the morning; Ella should still be sleeping for another two hours at least.

Hurrying forward, the Doctor hesitated before reaching out to Ella. He lingered just a step away. He was still getting used to this parenting thing again, still getting used to Ella. He was used to being brazen and bossy but Ella gave him pause, made him uncertain. For once in a very long time, he wasn't willing to shirk his responsibility. He'd been gifted with the opportunity to care for this unique and damaged little girl and it made him nervous, like holding a baby bird in the palm of your hand and knowing how easy it would be to accidentally cause it harm.

Quietly, he closed the short distance, crouching beside Ella.

"Well," he said in cheery whisper, "what are we dooring down here?" he asked, hoping he was taking the right approach.

Ella turned to him without starting, eyes alert and devoid of sleep. She smiled at him before yawning and swiping a hand across her face. Not before the Doctor spotted the tear-tracks there, glistening. "Nothing," she said. "I couldn't sleep so I came out here." A sheepish look came over her features.

The Doctor nodded, pursing his lips. As troubling as knowing Ella had been crying was, he knew that calling her out on it now wasn't the best approach. He was tactful and diplomatic when he needed to be. Sometimes. He settled on his seat beside her and set his coat on the floor. His tie, he kept in his hands so he could have something to fiddle with.

"Yes, yes," he said, still nodding. "Good plan. The TARDIS is absolutely brilliant at keeping company during sleepless nights. I would know."

Ella's gaze flitted skyward, to the underside of the console hanging above her head. She smiled again. "She is," she agreed.

"So," the Time Lord dragged out the word, "you're alright?" he asked. He needed to be certain.

The little girl hesitated before answering, eyes taking on a faraway look for a moment.

Suddenly, the Doctor became distracted, noticing something… odd, something he should have noticed before. The TARDIS was a bit off, not like he had left her. "Have we landed?" he burst out without really meaning to. He scrambled to his feet, offering his hand to Ella and pulling her up and out from under the console with him.

"Oh?" she asked. "Oh, yeah. Yes." She said as he rushed around the console.

"We have!" he cried, running his hand through his thoroughly wild and sleep-mussed hair as he looked at a screen. As if just now hearing, he looked down sharply as Ella. "What? Yes? What do you mean 'yes'?"

"Yes," Ella repeated in that way of hers that offered no elaboration.

Not sure what to make of that, the Doctor turned his attention back to something he understood a little better. In a lot of ways, even a time machine with its own limitless dimension that was also more than a little bit _alive_ was less complicated than little girls. "You alright?" he asked, running his hand up and down a smooth section of the console soothingly. He cleared his throat. "I wonder where we are."

He did a series of circles around the console that could have been dance moves for all of the fancy footwork involved. Finally, he settled in front of one screen, pulling it down closer for a better look. "What are you up to, you silly old girl?" he asked in a hushed voice, giving the monitor a questioning look and a pat.

"Where are we?" Ella asked. She was standing on tiptoe just to catch a peek of the screen but she wasn't able to comprehend the Gallifreyan writing displayed there.

"Felicipitorious," said the Doctor with a tone not unlike that of a parent who just walked in to find that their toddler had somehow made it on top of some dangerously high piece of furniture without incurring any harm, it was some kind of mix of amusement, bafflement, annoyance, and a hint of relief. "I haven't been here in ages."

"Is it safe?" Ella questioned.

"Yes, quite. Remarkably so, in fact. Felicipitorious is about the safest planet in the universe." He rubbed a hand over the back of his neck. "Wish I'd thought of visiting here. I should have. Honestly, I had practically forgotten about it. My travels tend to take me where there's trouble, but," he glanced at a different, higher monitor, "not today. Looks like everything is fine." He stopped rambling.

"Can we go outside, then?" Ella fished.

The Doctor grinned. "This is the perfect planet for first time travelers," he decided. He offered his hand to Ella, wiggling his fingers and waggling his eyebrows eagerly until she accepted.

"Allons-y!" he cried, eliciting a giggle from Ella as they ran out the door.


	25. First Alien Planet Pt 2

**A/N: I'll skip the apologies and let you get to reading! Thank you all for the reviews and follows and favorites!**

Matching pairs of Converse thumped simultaneously onto alien turf. The Doctor and Ella burst out of the TARDIS, hands tightly clasped, eyes conspiratorially bright, full of adventurous spirit. Ella gasped and the Doctor grinned at the shocking landscape before him. Despite having been to this planet before, thanks to Ella he was able to experience the planet anew, through her eyes.

He glanced down at his small charge, a fond smile on his lips. The wind ruffled the little blond's wild mane, brushing runaway curls from her face and revealing her jade eyes full of ravenous curiosity and blazing intelligence as she took in the landscape before her. He wanted to keep that unabashed, happy look on her face, whatever it took.

The Doctor followed her gaze. The ground rolled out before them and sloped gently downward before rising and spreading out in rolling hills, the very epitome of a bucolic setting. Complete with a lazy river flowing in from their right, snaking and winding into the opposite horizon and cutting a bale blue stripe through the fields which were carpeted in a mossy sort of plant that was a frankly startling shade of pink and grew on Felicipitorous like grass grew on Earth. Well, not exactly like on Earth. The moss here was actually native to its host planet while the green, tufty stuff of Earth was a benevolent, hive-minded species whose home planet had long since been destroyed. He was still rather proud of relocating The Grass to Earth. The symbiotic relationships that had developed since were a point of personal pride for him.

Ella's excited bouncing beside him brought the Time Lord back to the present. He finished finished his survey of the scene, allowing his gaze to pause on each feature. Bushes with silvery leaves and lacy green flowers peppered the hills. There were a few outcroppings of white rocks stood out starkly near the river and the hint of brightly colored treetops above the far horizon.

"Two suns?" Ella asked, head cocked upward.

Grinning, the Doctor looked up. The sky was blue and cloudless, two dazzling gas giants hanging heavily in the sky. "Yep," he said cheerily, popping the P. "The brother suns of Felicipitorious." He pointed to the larger of the two. "That's Boz and the other is Fenn." He indicated the smaller but noticeably brighter of the two. "See, their orbits aren't quite aligned," he continued, using his free hand to gesture and point out out the distinct flight paths of the stars. "They never quite see eye to eye, always chasing each other 'round the sky, one more brilliant, the other more powerful, equal but different, rivals." His smile turned wry and he glanced down to meet Ella's eyes. "Bit like Sherley and his brother, those two," he joked.

"These suns have inspired quite a lot of poetry. The whole planet has, actually." He looked down and around. "The peaceful planet, attracting writers like moths to a flame. At least, it used to." The doctor paused his rambling narrative, unsure whether or not he should continue. He didn't know if Ella enjoyed his long-winded stories as much as he did and he didn't want to bore her.

"Used to?" Ella asked. "What happened?"

She sounded genuinely interested and the Doctor relaxed, easing back into his storytelling mode not that he'd gotten the encouragement he needed.

"Well, that's a bit of a long story," he said.

"I don't mind."

The Doctor smiled and nodded. "Let's walk and I'll tell you as we go, yeah? There's a lot to see here."

Together they picked a path down the hill, their backs to the TARDIS as they aimed for the distant river.

"It's easy to like this planet," the Doctor said, beginning the tale as they walked. Ella gently swung their joined hands as they wandered. Her quick, bouncing stride quickening further to keep up with his long, sauntering steps.

"Well, people came here from all around. They used it to escape their busy lives and things like that. Artists came to find their muse and to try to capture the beauty of this place." The Doctor didn't miss the look of longing on Ella's face or the twitch of the fingers of her free hand. They would have to fetch her art supplies and make a return trip here. "And the planet," the Doctor continued, "well, Felicipitorious welcomed them gladly. As gladly and welcomingly as as a non-sentient planet can. But bad men came. They saw Felicipitorious, all of the life here, the joy, and disregarded it. All they cared about was what they could take." His eyes burned. "They killed everyone, all of the artists and visiting families—twenty-one adults and eight children. They killed them all and began to systematically destroy the planet. They thought it was unprotected." He scowled, remembering.

"They were wrong," Ella stated quietly, a firm certainty behind her words.

The Doctor nodded and swallowed hard, some of the angry fire leaving his eyes. "They were wrong," he agreed.

"What did you do?"

The Doctor's gaze snapped downward in his shock, amazed by Ella's perceptiveness. The little girl for her part simply met his eyes with a shrug that said _of course_, not offering to explain her deductions.

"I lost the planet," the Doctor said finally. "Well, purposefully misplaced it after I sent the invaders packing. I took Felicipitorious and his it away to keep it safe."

"Good," Ella said warmly. She stopped swinging their hands and began tugging on the Doctor's hand instead. She was practically skipping as they neared the water. "Can we run?" she asked, voice excited and eyes shining.

The Doctor grinned. "Of course. Running's brilliant. I love running."

Ella took off, sprinting as quickly as she could, which wasn't very fast. The Doctor slowed his own pace so they could stay side by side. When was the las time Ella had gotten to run for the sake of it, for the thrill that came with pounding the ground and pumping your arms, wind whooshing in your ears? A flash of anger struck the Doctor, feeding his now-familiar hatred for Ella's captor. Little children were meant to be kept safe and given the freedom to romp and run, to tire themselves out with carefree playdates-turned-adventures in parks.

Well, the Doctor decided, now Ella could run as much as she liked. There was always an awful lot of running to do.

Ella laughed beside him, clear and bright and genuinely happy. She surged forward with a sudden burst of speed as they neared the riverbank. The Doctor released her hand and allowed her to race ahead with another peal of laughter.

"Interesting fact about the water here—" the Doctor began but broke off when Ella, unused to running, stumbled. Momentum pulled her down the bank, over the edge, and out of sight. She cried out as she fell. Then there was a _plunk_ and then silence.

Worried, the Doctor closed the distance and relaxed when he saw his little girl. "Like I was saying," he continued with a smile, "The water here is much denser than the liquidy stuff on your planet. It's perfectly safe. You won't sink," he explained to Ella who was sitting safe, sound, and dry on the surface of the river. She was holding very still, a look of bafflement on her features.

The tension left Ella's small frame and she shifted, sending lazy ripples out around her on the surface of the water. She giggled and bounced.

"Well, it isn't actually water," the Doctor said, "but it serves all of the same purposes." He settled down, cross-legged on the mossy riverbank. "There's another interesting fact about it," he added, dipping two fingers into the water and scooping some of the gelatinous substance into his mouth, "it's sweet! Go ahead, try it."

Tentatively, Ella copied the Doctor's movements and tasting the water. She was clearly skeptical, giving the Doctor a sidelong look before she put it in her mouth. She smiled in surprise. "It's good," she said, taking another bite.

They remained there for a while, soaking up the warm sunshine and eating the nutritious water. The fact that the sugary water was full of calories, vitamins, minerals, and other things that Ella desperately needed was a huge plus in the Doctor's book. At some point, Ella decided to try jumping on the river and was delighted with the result. The Doctor watched her bounce up and down, being truly childish, and wondered what the TARDIS had done with the trampoline room.

"Want to go explore?" the Doctor asked with Ella seemed to tire from the jumping.

"Yes," she replied with enthusiastically. Springing up, she scrambled up onto the shore.

"I think we should head for the forest," he said, helping her back onto solid ground. "There's something I want to show you there."

He lead the way along the river until they reached a bridge that spanned the river with wide planks of golden wood. It shimmered vaguely in the twin sunlight. This bridge had been built by visitors like himself who were too heavy to walk across the river without sinking. The Doctor had been tempted to skip the bridge and try walking across the river once on one of his previous visits. He ended up in quite the sticky situation.

The Doctor and Ella crossed slowly. The Doctor's hearts warmed when Ella took his hand again of her own volition. They took a meandering path toward the forest, taking time to literally stop and smell the flowers. The Doctor hadn't gone to a planet just to stroll around and take his time like this in ages. It was nice.

Even wandering as they were, it didn't take long for the pair to reach their destination. As they neared the forest, the idle chatter they'd kept up along the way tapered off. The presence of the trees, as soon as they entered their shade, effectively stole their attention. The huge trunks of bronze and gold-hued bark and their low-hanging branches spoke of years innumerable and demanded reverence. The foliage sat upon the branches like mounds of giant, fluffy, volley ball sized pompom balls. There were red trees and blue and yellow—the primary colors whereas everything else on the planet was made of some combination thereof.

But most remarkable of all was the humming. Faint but definitely there. Soft, harmonious music filled the air, almost palpable. It was beautiful and deeply touching, bringing ancient Time Lord and human child alike to an awed standstill.

Being in the middle of the forest, surrounded by color and music, bathed in warm sunshine rendered an effect found nowhere else in the universe.

The Doctor had missed this, this inexplicable feeling of welcome and peace. He tore his eyes away from the trees to glance at Ella. Judging by slightly confused but happy expression on her face, she felt it too.

"The trees are singing," she said. Her voice was hushed, so quiet that the Doctor wasn't entirely certain he hadn't just heard her thoughts instead of spoken words.

"Yes," he said quiet but not quite whispering. He rocked on his converse-clad toes, already getting excited about explaining before he had even begun. "They are but they aren't." He continued quickly when Ella shot him a confused look. "Well, it's more the… leaves that are humming but they aren't. They aren't leaves, that is. See, those puff balls on the branches are the Felicipitoriousmosus and they're very much sentient and alive. Not that trees aren't alive or that they can't be sentient," he added hastily. "It's just that the Felicipitoriousmosus are creatures rather than foliage. Though they do a bang up job of pretending to be."

"Then what are they exactly?" Ella asked.

"Let's go meet one, shall we?" the Doctor said, leading the way to one of the red trees with some of the lowest hanging branches.


End file.
